Credits and Deductions Sample Clauses

Credits and Deductions. If any Lender or the Administrative Agent is, in its sole opinion, able to apply for any refund, offset, credit, deduction or other reduction in Taxes by reason of any payment made by the Borrower under the preceding paragraph (a) or (b), such Lender or the Administrative Agent, as the case may be, shall use reasonable efforts to obtain such refund, offset, credit, deduction or other reduction and, upon receipt thereof, will pay to the Borrower such amount, not exceeding the increased amount paid by the Borrower, as is equal to the net after-tax value to such Lender or the Administrative Agent, in its sole opinion, of such part of such refund, offset, credit, deduction or other reduction as it considers to be allocable to such payment by the Borrower, having regard to all of such Person's dealings giving rise to similar refunds, offsets, credits, deductions or other reductions in relation to the same tax period and to the cost of obtaining the same; provided, however, that if such Person has made a payment to the Borrower pursuant to this paragraph (c) and the applicable refund, offset, credit, deduction or other reduction in Tax is subsequently disallowed, the Borrower shall, promptly upon request by the Administrative Agent or such Lender refund to such Person that portion of such payment determined by such Person, in its sole opinion, relating to such disallowance; and provided, further that (i) the Administrative Agent or such Lender, as the case may be, shall not be obligated to disclose to the Borrower any information regarding its Tax affairs or computations and (ii) nothing in this paragraph (c) shall interfere with the right of such Person to arrange its Tax affairs as it deems appropriate.
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Credits and Deductions. If the Agent or any Lender is, in its reasonable business judgment, able to apply for any credit, deduction or other reduction in Taxes by reason of any payment made by the Borrower under Section 1.13(a)(i), the Agent or such Lender, as the case may be, shall use reasonable efforts to obtain such credit, deduction or other reduction and, upon receipt thereof, will pay to the Borrower such amount, not exceeding the increased amount paid by the Borrower, as is equal to the net after-tax value to the Agent or such Lender, in its reasonable business judgment, of such part of such credit, deduction or other reduction as it considers to be allocable to such payment by the Borrower, having regard to all of the Agent's or such Lender's dealings giving rise to similar credits, deductions or other reductions in relation to the same tax period and to the cost of obtaining the same; provided, however, that (i) the Agent or such Lender, as the case may be, shall not be obligated to disclose to the Borrower any information regarding its tax affairs or computations (except that the Agent or any Lender, as the case may be, shall provide the Borrower with notice of any credits, deductions or other reductions in Taxes by reason of any payment made by the Borrower under Section 1.13(a)(i)) and (ii) nothing in this Section 1.13(b) shall interfere with the right of the Agent or such Lender to arrange its tax affairs as it deems appropriate.
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Credits and Deductions. If the Administrative Agent, the Issuing Bank or any Bank obtains any credit, deduction or other reduction in Bank Taxes with respect to any payment made by the Borrower under Section 1.19(a)(i), the Administrative Agent, the Issuing Bank or such Bank, as the case may be, shall pay to the Borrower such amount, not exceeding the increased amount paid by the Borrower, as is equal to the net after-tax value to the Administrative Agent, the Issuing Bank or such Bank, in its sole opinion, of such part of such credit, deduction or other reduction as it considers to be allocable to such payment by the Borrower, having regard to all of the Administrative Agent's, the Issuing Bank's or such Bank's dealings giving rise to similar credits, deductions or other reductions in relation to the same tax period and to the cost of obtaining the same; provided, however, that (i) the Administrative Agent, the Issuing Bank or such Bank, as the case may be, shall not be obligated to disclose to the Borrower any information regarding its tax affairs or computations and (ii) nothing in this Section 1.19(b) shall interfere with the right of the Administrative Agent, the Issuing Bank or such Bank to arrange its tax affairs as it deems appropriate.
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Credits and Deductions. (A) There shall be a credit against the Net Contribution Amount in an amount equal to the amount of any cash held by McNab.
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Credits and Deductions. If the Administrative Agent or a Bank receives a refund or otherwise realizes a reduction of, or credit against, its Tax liabilities in any taxable year in connection with a Tax indemnified by the Borrower under this Section 1.14, it shall pay to the Borrower an amount equal to the net after-tax value to the Administrative Agent or such Bank, in its sole opinion, of such part of such refund or other reduction as it considers to be allocable to such payment by the Borrower, having regard to all of the Administrative Agent's or such Bank's dealings giving rise to similar refunds or other reductions in relation to the same tax period and to the cost of obtaining the same; provided, however, that if the Administrative Agent or any Bank has made a payment to the Borrower pursuant to this Section 1.14(e) and the applicable refund or other reduction in Tax is subsequently disallowed, the Borrower shall, promptly upon request by the Administrative Agent or such Bank, refund to the Administrative Agent or such Bank that portion of such payment determined by the Administrative Agent or such Bank, in its sole opinion, relating to such disallowance; and provided, further that (i) the Administrative Agent or such Bank, as the case may be, shall not be obligated to disclose to the
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Credits and Deductions. (i) *** (the “NDA Filing Reduction Date”, as it may be extended below), the payment in respect to Milestone Event No. 5 shall be reduced by an amount equal to the product of ***, provided that, notwithstanding the foregoing, the NDA Filing Reduction Date shall be automatically extended by an amount equal to the extent of any delay in development of Product or preparation or submission of an NDA in the U.S. that Confidential Treatment Requested by BioDelivery Sciences International, Inc. IRS Employer Identification No. 35-208985 Confidential treatment requested with respect to certain portions hereof denoted with “***” is caused by any acts or omissions of Endo (or its Affiliates, Subcontractors, or sublicensees) that are not Commercially Reasonable. As an example, if Endo (or its Affiliates, Subcontractors, or sublicensees) does not cause any delay, and Milestone 4 is satisfied on ***, the amount payable to BDSI with respect thereto shall be $***.
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Credits and Deductions. If the Secured Party is, in its sole discretion, able to apply for any credit, deduction or other reduction in Bank Taxes by reason of any payment made by the Guarantor under Section 9.1(a) or (b), the Secured Party shall use reasonable efforts to obtain such credit, deduction or other reduction and, upon receipt thereof, will pay to the Guarantor such amount, not exceeding the increased amount paid by the Guarantor, as is equal to the net after-tax value to the Secured Party in its sole discretion, of such part of such credit, deduction or other reduction as it considers to be allocable to such payment by the Guarantor, having regard to all of the Secured Party's dealings giving rise to similar credits, deductions or other reductions in relation to the same tax period and to the cost of obtaining the same; provided, however, that (i) the Secured Party shall not be obligated to disclose to the Guarantor any information regarding its tax affairs or computations and (ii) nothing in this Section 9.1(c) shall interfere with the right of the Secured Party to arrange its tax affairs as it deems appropriate.
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Related to Credits and Deductions

  • Withholdings and Deductions All Compensation described in this Article 3 shall be less such deductions as may be required to be withheld by applicable law and regulation.

  • Withholding and Deductions With respect to any payment to be made to Employee, the Company shall deduct, where applicable, any amounts authorized by Employee, and shall withhold and report all amounts required to be withheld and reported by applicable law.

  • Permitted Deductions The Security Agent shall be entitled (a) to set aside by way of reserve amounts required to meet and (b) to make and pay, any deductions and withholdings (on account of Tax or otherwise) which it is or may be required by any applicable law to make from any distribution or payment made by it under this Agreement, and to pay all Tax which may be assessed against it in respect of any of the Charged Property, or as a consequence of performing its duties, or by virtue of its capacity as Security Agent under any of the Finance Documents or otherwise (except in connection with its remuneration for performing its duties under this Agreement).

  • No Deductions All amounts due from the Borrower under a Finance Document shall be paid:

  • Payments and Contributions Neither the Company, any subsidiary, nor any of its directors, officers or, to its knowledge, other employees has (i) used any Company funds for any unlawful contribution, endorsement, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment of Company funds to any foreign or domestic government official or employee; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any bribe, rebate, payoff, influence payment, kickback or other similar payment to any person with respect to Company matters.

  • Allocation of Nonrecourse Deductions Nonrecourse Deductions shall be allocated to the Members in accordance with their respective Percentage Interests.

  • No Setoff or Deductions; Taxes; Payments The Guarantor represents and warrants that it is organized and resident in the United States of America. The Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantor is compelled by law to make such deduction or withholding (and provided that nothing contained herein, including without limitation, the foregoing, shall limit or affect the Guarantor’s ability to bring any separate action or claim available to it at law or in equity). If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the respective Secured Parties) is imposed upon the Guarantor with respect to any amount payable by it hereunder, the Guarantor will pay to the Agent (for the benefit of the Secured Parties), on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Agent (on behalf of the Secured Parties) to receive the same net amount which the Agent would have received on such due date had no such obligation been imposed upon the Guarantor. The Guarantor will deliver promptly to the Agent (for the benefit of the Secured Parties) certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantor hereunder. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

  • Deductions and Withholdings All amounts payable or which become payable hereunder shall be subject to all deductions and withholding required by law.

  • Calculations and Determinations All calculations under the Loan Documents of interest chargeable with respect to Eurodollar Loans and of fees shall be made on the basis of actual days elapsed (including the first day but excluding the last) and a year of 360 days. All other calculations of interest made under the Loan Documents shall be made on the basis of actual days elapsed (including the first day but excluding the last) and a year of 365 or 366 days, as appropriate. Each determination by a Lender Party of amounts to be paid under Article III or any other matters which are to be determined hereunder by a Lender Party (such as any Eurodollar Rate, Adjusted Eurodollar Rate, Business Day, Interest Period, or Reserve Requirement) shall, in the absence of manifest error, be conclusive and binding. Unless otherwise expressly provided herein or unless Majority Lenders otherwise consent all financial statements and reports furnished to any Lender Party hereunder shall be prepared and all financial computations and determinations pursuant hereto shall be made in accordance with GAAP.

  • Credits All tax credits shall be allocated among the Members as determined by the Board in its sole and absolute discretion, consistent with applicable law. The tax allocations made pursuant to this Section 5.8 shall be solely for tax purposes and shall not affect any Member’s Capital Account or share of non-tax allocations or distributions under this Agreement.

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