General Provisions as to Payments. (a) The Borrower shall make each payment of principal of, and interest on, the Loans and of fees hereunder, without any setoff, counterclaim or any deduction whatsoever, not later than 11:00 A.M. (Atlanta, Georgia time) on the date when due, in Federal or other funds (subject to paragraph (c) below, with respect to Foreign Currency Loans) immediately available in Atlanta, Georgia, to the Administrative Agent at its address referred to in Section 9.01. The Administrative Agent will promptly distribute to Wachovia each such payment received on account of the Swing Loans and to each Bank its ratable share of each such payment received by the Administrative Agent for the account of the Banks. (b) Whenever any payment of principal of, or interest on, the Base Rate Loans, Money Market Loans or of fees hereunder shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of or interest on, the Euro-Dollar Loans or the Foreign Currency Loans shall be due on a day which is not a Euro-Dollar Business Day or Foreign Currency Business Day, as the case may be, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day or Foreign Currency Business Day, as the case may be, unless such Euro-Dollar Business Day or Foreign Currency Business Day, as the case may be, falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day or Foreign Currency Business Day, as the case may be. (c) All payments of principal and interest with respect to Foreign Currency Loans shall be made in the Foreign Currency in which the related Foreign Currency Loan was made. (d) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to any Loan or fee relating thereto shall be paid without deduction for, and free from, any tax, imposts, levies, duties, deductions, or withholdings of any nature now or at anytime hereafter imposed by any governmental authority or by any taxing authority thereof or therein excluding in the case of each Bank, taxes imposed on or measured by its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Bank is organized or any political subdivision thereof and, in the case of each Bank, taxes imposed on its net income, and franchise taxes imposed on it, by the jurisdiction of such Bank's applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, imposts, levies, duties, deductions or withholdings of any nature being "Taxes"). In the event that the Borrower is required by applicable law to make any such withholding or deduction of Taxes with respect to any Loan or fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Bank additional amounts as may be necessary in order that the amount received by such Bank after the required withholding or other payment shall equal the amount such Bank would have received had no such withholding or other payment been made.
Appears in 1 contract
Samples: Credit Agreement (Russell Corp)
General Provisions as to Payments. (a) The Borrower shall make each payment of principal of, and interest on, the Loans and of fees hereunder, without any setoff, counterclaim or any deduction whatsoever, not later than 11:00 A.M. (AtlantaWinston-Salem, Georgia North Carolina time) on the date when due, in Federal or other funds (subject to paragraph (c) below, with respect to Foreign Currency Loans) immediately available in AtlantaWinston-Salem, GeorgiaNorth Carolina, to the Administrative Agent at its address referred to in Section 9.01. The Administrative Subject to the terms of Section 2.02(d), the Agent will promptly distribute to Wachovia each such payment received on account of the Swing Loans and to each Bank its ratable share of each such payment received by the Administrative Agent for the account of the Banks; provided that payments of interest shall be distributed by the Agent within three Domestic Business Days of the date such payment is received by the Agent for the account of the Banks.
(b) Whenever any payment of principal of, or interest on, the Base Rate LoansRevolving Credit Advances, Money Market Term Loans or of fees hereunder shall be due on a day which is not a Domestic Business DayDay (including, without limitation, any payments pursuant to Sections 2.02(c) and 2.02(d)), the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever If the date for any payment of principal is extended by operation of law or otherwise, interest on, the Euro-Dollar Loans or the Foreign Currency Loans thereon shall be due on a day which is not a Euro-Dollar Business Day or Foreign Currency Business Day, as the case may be, the date payable for payment thereof shall be such extended to the next succeeding Euro-Dollar Business Day or Foreign Currency Business Day, as the case may be, unless such Euro-Dollar Business Day or Foreign Currency Business Day, as the case may be, falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day or Foreign Currency Business Day, as the case may betime.
(c) All payments of principal and interest with respect to Foreign Currency Loans shall be made in the Foreign Currency in which the related Foreign Currency Loan was made.
(d) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to any Revolving Credit Advance, Term Loan or fee relating thereto shall be paid without deduction for, and free from, any tax, imposts, levies, duties, deductions, or withholdings of any nature now or at anytime hereafter imposed by any governmental authority or by any taxing authority thereof or therein excluding in the case of each Bank, taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Bank is organized or any political subdivision thereof and, in the case of each Bank, taxes imposed on its net income, and franchise taxes imposed on it, by the jurisdiction of such Bank's ’s applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, imposts, levies, duties, deductions or withholdings of any nature being "“Taxes"”). In the event that the Borrower is required by applicable law to make any such withholding or deduction of Taxes with respect to any Revolving Credit Advance, Term Loan or fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Bank additional amounts as may be necessary in order that the amount received by such Bank after the required withholding or other payment shall equal the amount such Bank would have received had no such withholding or other payment been made. If no withholding or deduction of Taxes are payable in respect of any Revolving Credit Advance, Term Loan or fee relating thereto, the Borrower shall furnish any Bank, at such Bank’s request, a certificate from each applicable taxing authority or an opinion of counsel reasonably acceptable to such Bank, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower fails to provide such original or certified copy of a receipt evidencing payment of Taxes or certificate(s) or opinion of counsel of exemption, the Borrower hereby agrees to compensate such Bank for, and indemnify them with respect to, the tax consequences of the Borrower’s failure to provide evidence of tax payments or tax exemption. In the event any Bank receives a refund of any Taxes paid by the Borrower pursuant to this Section 2.12, it will pay to the Borrower the amount of such refund promptly upon receipt thereof; provided, however, if at any time thereafter it is required to return such refund, the Borrower shall promptly repay to it the amount of such refund. Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 2.12 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions (i) shall be made based upon the circumstances of such Participant, Assignee or other Transferee, and (ii) constitute a continuing agreement and shall survive the termination of this Agreement and the payment in full or cancellation of the Notes.
Appears in 1 contract
Samples: Credit Agreement (Cato Corp)
General Provisions as to Payments. (a) The Borrower shall make each payment of principal of, and interest on, the Loans and of fees hereunder, without any setoff, counterclaim or any deduction whatsoever, not later than 11:00 A.M. (Atlanta, Georgia time) on the date when due, in Federal or other funds (subject to paragraph (c) below, with respect to Foreign Currency Loans) immediately available in Atlanta, Georgia, to the Administrative Agent at its address referred to in Section 9.01. The Administrative Agent will promptly distribute to Wachovia each such payment received on account of the Swing Loans and to each Bank its ratable share of each such payment received by the Administrative Agent for the account of the Banks.
(b) Whenever any payment of principal of, or interest on, the Base Rate Loans, Money Market Loans or of fees hereunder shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of or interest on, the Euro-Dollar Loans or the Foreign Currency Loans shall be due on a day which is not a Euro-Dollar Business Day or Foreign Currency Business Day, as the case may be, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day or Foreign Currency Business Day, as the case may be, unless such Euro-Dollar Business Day or Foreign Currency Business Day, as the case may be, falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day or Foreign Currency Business Day, as the case may be.
(c) All payments of principal and interest with respect to Foreign Currency Loans shall be made in the Foreign Currency in which the related Foreign Currency Loan was made.
(d) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to any Loan or fee relating thereto shall be paid without setoff, deduction or counterclaim of any kind, including, without limitation, any deduction for, and free from, any tax, imposts, levies, duties, deductions, or withholdings of any nature now or at anytime hereafter imposed by any governmental authority or by any taxing authority thereof or therein excluding in the case of the Agent and each Bank, taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which the Agent or such Bank is organized or any political subdivision thereof and, in the case of each Bank, taxes imposed on its net income, and franchise taxes imposed on it, by the jurisdiction of such Bank's applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, imposts, levies, duties, deductions or withholdings of any nature being "Taxes"). In the event that the Borrower is required by applicable law to make any such withholding or deduction of Taxes with respect to any Loan or fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Bank additional amounts as may be necessary in order that the amount received by such Bank after the required withholding or other payment shall equal the amount such Bank would have received had no such withholding or other payment been made.all
Appears in 1 contract
General Provisions as to Payments. (a) The Borrower Company shall make each payment in respect of the principal of, and or accrued interest on, the Loans and of fees hereunderNotes, without any setoff, counterclaim or any deduction whatsoeverother amount due to the Purchasers (or their permitted assigns) under this Agreement or any other Note Document, not later than 11:00 A.M. (Atlanta1:00 p.m. in New York, Georgia time) New York, on the date day when due, to the Purchasers, provided that any such payments in Federal connection with the Notes shall be made to the registered holders of such Notes to the accounts set forth in the Note Registry for such purpose, as specified in writing from time to time by such holders to the Company for such purpose, without the presentation or other funds (subject to paragraph (c) belowsurrender of such Note or the making of any notation thereon, except that upon written request of the Company made concurrently with respect to Foreign Currency Loans) immediately available or reasonably promptly after payment or prepayment in Atlantafull of any Note, Georgiasuch holders shall surrender such Notes for cancellation, reasonably promptly after any such request, to the Administrative Agent Company at its address referred principal executive office. Prior to any permitted transfer or other disposition of any Note held by a holder, such holder will, at its election, either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or surrender such Note to the Company in exchange for a new Note or Notes pursuant to Section 9.019.1(c). The Administrative Agent will promptly distribute to Wachovia each such payment received All cash payments hereunder shall be made in Dollars by wire transfer of immediately available funds. PIK Interest shall be considered paid on account the due date thereof automatically in accordance with the terms of the Swing Loans and to each Bank its ratable share of each such payment received by the Administrative Agent for the account of the BanksSection 3.3.
(b) Whenever any payment of (including principal of, or interest on, the Base Rate LoansNotes or other amount) hereunder or under any other Note Document shall become due, Money Market Loans or of fees hereunder shall be due otherwise would occur, on a day which that is not a Domestic Business Day, the date for such payment thereof shall be extended to made on the next succeeding Domestic Business Day. Whenever any payment of principal of or interest on, the Euro-Dollar Loans or the Foreign Currency Loans shall be due on a day which is not a Euro-Dollar Business Day or Foreign Currency Business Day, as and such extension of time shall in such case be included in the case may be, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day or Foreign Currency Business Day, as the case may be, unless computation of such Euro-Dollar Business Day or Foreign Currency Business Day, as the case may be, falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day or Foreign Currency Business Day, as the case may beinterest.
(c) All payments The Company hereby authorizes the Purchasers to make appropriate notations on the grid attached to the Notes, including the date, outstanding principal amount and any prepayment thereof, which notations shall be conclusive evidence of such date, outstanding principal and prepayment absent manifest error; provided, however, that the failure of the Purchasers to make such notation or any error on the Notes shall not affect the obligation of the Company to repay, in accordance with the terms of the Notes and this Agreement, the principal amount of the Notes together with all interest with respect to Foreign Currency Loans shall be made in the Foreign Currency in which the related Foreign Currency Loan was madeand other amounts due hereunder.
(d) All payments Except to the extent otherwise provided herein, each payment of principal, interest and fees and all other amounts to principal of the Notes by the Company shall be made for the account of the holders thereof pro rata in accordance with the respective aggregate outstanding principal amounts of the Notes held by them and each payment of the Borrower pursuant to this Agreement with respect to any Loan or fee relating thereto interest on Notes shall be paid without deduction for, made for the account of the holders thereof pro rata in accordance with the amounts of interest on such Notes then due and free from, any tax, imposts, levies, duties, deductions, or withholdings of any nature now or at anytime hereafter imposed by any governmental authority or by any taxing authority thereof or therein excluding in the case of each Bank, taxes imposed on or measured by its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Bank is organized or any political subdivision thereof and, in the case of each Bank, taxes imposed on its net income, and franchise taxes imposed on it, by the jurisdiction of such Bank's applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, imposts, levies, duties, deductions or withholdings of any nature being "Taxes"). In the event that the Borrower is required by applicable law to make any such withholding or deduction of Taxes with respect to any Loan or fee or other amount, the Borrower shall pay such deduction or withholding payable to the applicable taxing authority, shall promptly furnish to any Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Bank additional amounts as may be necessary in order that the amount received by such Bank after the required withholding or other payment shall equal the amount such Bank would have received had no such withholding or other payment been maderespective Purchasers.
Appears in 1 contract
Samples: Securities Purchase Agreement (Global Eagle Entertainment Inc.)
General Provisions as to Payments. (a) The Borrower shall make each payment of principal of, and interest on, the Loans and of fees hereunder, without any setoff, counterclaim or any deduction whatsoever, hereunder (i) not later than 11:00 A.M. 1:00 p.m. (Atlanta, Georgia New York time) on the date when due, in Federal or other funds (subject to paragraph (c) below, with respect to Foreign Currency Loans) immediately available in Atlanta, Georgiafunds, to the Administrative Agent at its address referred Payment Office, and (ii) without any right to set‑off, deduction or counterclaim by the Borrower. All payments made hereunder shall be made (i) in Section 9.01the case of Obligations denominated in U.S. Dollars, in U.S. Dollars in immediately available funds at the place of payment, or (ii) in the case of Obligations denominated in Canadian Dollars, in Canadian Dollars in immediately available funds at the place of payment. The Administrative Agent will promptly distribute to Wachovia each such payment received on account of the Swing Loans and to each Bank its ratable share of each such payment received by the Administrative Agent for the account of the Banks.
(b) . Whenever any payment of principal of, or interest on, the Base Rate Loans, Money Market Canadian Base Rate Loans or of fees hereunder shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of of, or interest on, the Euro-Dollar Loans or the Foreign Currency Euro‑Dollar Loans shall be due on a day which is not a Euro-Dollar Business Day or Foreign Currency Business Day, as the case may be, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day or Foreign Currency Business Day, as the case may be, unless such Euro-Dollar Business Day or Foreign Currency Business Day, as the case may be, falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day or Foreign Currency Business Day. If the date for any payment of principal is extended by operation of law or otherwise, as the case may beinterest thereon shall be payable for such extended time.
(cb) All payments of principal Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and interest with respect to Foreign Currency Loans shall be made the Administrative Agent may, in the Foreign Currency in which the related Foreign Currency Loan was made.
(d) All payments of principalreliance upon such assumption, interest and fees and all other amounts cause to be made by distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent that the Borrower pursuant shall not have so made such payment, each Bank shall repay to this Agreement the Administrative Agent forthwith on demand such amount distributed to such Bank together with respect interest thereon, for each day from the date such amount is distributed to any Loan or fee relating thereto shall be paid without deduction forsuch Bank until the date such Bank repays such amount to the Administrative Agent, at the Federal Funds Rate for the first two (2) Business Days after such payment by such Bank is due, and free fromthereafter, any tax, imposts, levies, duties, deductionsat the Base Rate, or withholdings of any nature now or at anytime hereafter imposed by any governmental authority or by any taxing authority thereof or therein excluding in the case of each Banka Loan denominated in Canadian Dollars, taxes imposed on or measured by its income, and franchise taxes imposed on it, the cost to the Administrative Agent of funding the amount so advanced by the jurisdiction under Administrative Agent to fund such Bank's Loan, as reasonably determined by the laws of which Administrative Agent for the first two (2) Business Days after such payment by such Bank is organized or any political subdivision thereof and, in the case of each Bank, taxes imposed on its net incomedue, and franchise taxes imposed on itthereafter, by at the jurisdiction of such Bank's applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, imposts, levies, duties, deductions or withholdings of any nature being "Taxes"). In the event that the Borrower is required by applicable law to make any such withholding or deduction of Taxes with respect to any Loan or fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Bank additional amounts as may be necessary in order that the amount received by such Bank after the required withholding or other payment shall equal the amount such Bank would have received had no such withholding or other payment been madeCanadian Base Rate.
Appears in 1 contract
General Provisions as to Payments. (a) The failure of any Lender to make any Loan to be made by it on the date specified therefor shall not relieve any other Lender of its obligation to make its Loan on such date, neither Agent shall be responsible for the failure of any Lender to make any Loan, and no Lender shall be responsible for the failure of any other Lender to make a Loan to be made by such other Lender.
(b) Except as otherwise provided in Section 2.7(c), all payments by the Borrower shall make each payment pursuant to this Agreement or any of the Loan Documents in respect of principal of, and or interest onon or other amounts owing in respect of, the Loans and shall be made in Dollars pursuant to the Priority of fees hereunderPayments. All amounts payable to the Collateral Agent under this Agreement or otherwise (including, but not limited to, fees) shall be paid to the Collateral Agent for the account of the Person entitled thereto. All payments hereunder or under the other Loan Documents shall be made, without any setoff, counterclaim setoff or any deduction whatsoever, not later than 11:00 A.M. (Atlanta, Georgia time) on the date when duecounterclaim, in Federal or other funds (subject to paragraph (c) below, with respect to Foreign Currency Loans) immediately available in Atlanta, GeorgiaNew York City, to the Administrative Collateral Agent at its address referred to in Section 9.0112.1. All payments hereunder or under the other Loan Documents to the Collateral Agent shall be made not later than 1:00 p.m. (New York City time) on the date when due.
(c) The Administrative Collateral Agent will promptly distribute to Wachovia each such Lender its ratable share, if any, of each payment received on account of the Swing Loans and to each Bank its ratable share of each such payment received hereunder by the Administrative Collateral Agent for the account of the Banks.
(b) Lenders without setoff or counterclaim. Whenever any payment of principal of, or interest on, the Base Rate Loans, Money Market Loans or of fees any other amount hereunder shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of or interest on, the Euro-Dollar Loans or the Foreign Currency Loans shall be due on a day which is not a Euro-Dollar Business Day or Foreign Currency Business Day, as the case may be, the date for payment thereof shall be extended to the next succeeding Euro-Dollar unless such Business Day or Foreign Currency Business Day, as the case may be, unless such Euro-Dollar Business Day or Foreign Currency Business Day, as the case may be, falls in another calendar month, in which case the date for payment thereof shall be the next immediately preceding Euro-Dollar Business Day or Foreign Currency Business Day, as . If the case may be.
(c) All payments date for any payment of principal and is extended by operation of law or otherwise, interest with respect to Foreign Currency Loans thereon shall be made in the Foreign Currency in which the related Foreign Currency Loan was madepayable for such extended time.
(d) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to any Loan or fee relating thereto shall be paid without deduction for, and free from, any tax, imposts, levies, duties, deductions, or withholdings of any nature now or at anytime hereafter imposed by any governmental authority or by any taxing authority thereof or therein excluding in the case of each Bank, taxes imposed on or measured by its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Bank is organized or any political subdivision thereof and, in the case of each Bank, taxes imposed on its net income, and franchise taxes imposed on it, by the jurisdiction of such Bank's applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, imposts, levies, duties, deductions or withholdings of any nature being "Taxes"). In the event that the Borrower is required by applicable law to make any such withholding or deduction of Taxes with respect to any Loan or fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Bank additional amounts as may be necessary in order that the amount received by such Bank after the required withholding or other payment shall equal the amount such Bank would have received had no such withholding or other payment been made.
Appears in 1 contract
General Provisions as to Payments. (a) The Borrower shall make each payment or prepayment required to be made by it hereunder (whether of principal ofprincipal, and interest oninterest, the Loans and fees or reimbursement of fees hereunderLC Disbursements, without any setoffor of amounts payable under Section 8.03, counterclaim Section 8.04 or any deduction whatsoeverSection 8.05, not later than 11:00 A.M. (Atlantaor otherwise) prior to 1:00 p.m., Georgia time) New York City time on the date when duedue or the date fixed for any prepayment hereunder, in Federal or other funds (subject to paragraph (c) below, with respect to Foreign Currency Loans) immediately available funds, without setoff, recoupment or counterclaim. Any amounts received after such time on any date may, in Atlantathe discretion of the Administrative Agent, Georgiabe deemed to have been received on the next succeeding Business Day solely for purposes of calculating interest thereon and not, for the avoidance of doubt, for purposes of determining whether a payment has been received (it being understood and agreed that any payment received after 1.00 p.m. on the applicable date shall not constitute a Default or Event of Default hereunder so long as such payment is received on the date such payment is due). All such payments shall be made (i) in the same currency in which the applicable Credit Event was made and (ii) to the Administrative Agent at its address referred offices in New York City, except payments to in be made directly to Issuing Banks or Swingline Bank as expressly provided herein and except that payments pursuant to Section 9.018.03, Section 8.04, Section 8.05 and Section 9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent will promptly shall distribute to Wachovia each any such payment payments denominated in the same currency received on by it for the account of any other Person to the Swing appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension.
(b) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties.
(c) If any Bank shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Revolving Loans or participations in LC Disbursements or Swingline Loans resulting in such Bank receiving payment of a greater proportion of the aggregate amount of its Revolving Loans and to each Bank its ratable share of each such payment participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other Bank, then the Bank receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans and participations in LC Disbursements and Swingline Loans of other Banks to the extent necessary so that the benefit of all such payments shall be shared by the Banks ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Bank as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Bank acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Bank were a direct creditor of the Borrower in the amount of such participation.
(d) Unless the Administrative Agent shall have received, prior to any date on which any payment is due to the Administrative Agent for the account of the Banks.
Banks or the Issuing Banks pursuant to the terms hereof or any other Loan Document (b) Whenever including any date that is fixed for prepayment by notice from the Borrower to the Administrative Agent pursuant to Section 2.12(b)), notice from the Borrower that the Borrower will not make such payment of principal of, or interest onprepayment, the Base Rate LoansAdministrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, Money Market Loans or of fees hereunder shall be due on a day which is not a Domestic Business Dayin reliance upon such assumption, the date for payment thereof shall be extended distribute to the next succeeding Domestic Business Day. Whenever any payment of principal of or interest on, the Euro-Dollar Loans Banks or the Foreign Currency Loans shall be due on a day which is not a Euro-Dollar Business Day or Foreign Currency Business DayIssuing Banks, as the case may be, the date for payment thereof shall be extended to amount due. In such event, if the next succeeding Euro-Dollar Business Day Borrower has not in fact made such payment, then each of the Banks or Foreign Currency Business Daythe Issuing Banks, as the case may be, unless such Euro-Dollar Business Day or Foreign Currency Business Day, as the case may be, falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day or Foreign Currency Business Day, as the case may be.
(c) All payments of principal and interest with respect severally agrees to Foreign Currency Loans shall be made in the Foreign Currency in which the related Foreign Currency Loan was made.
(d) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to any Loan or fee relating thereto shall be paid without deduction for, and free from, any tax, imposts, levies, duties, deductions, or withholdings of any nature now or at anytime hereafter imposed by any governmental authority or by any taxing authority thereof or therein excluding in the case of each Bank, taxes imposed on or measured by its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Bank is organized or any political subdivision thereof and, in the case of each Bank, taxes imposed on its net income, and franchise taxes imposed on it, by the jurisdiction of such Bank's applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, imposts, levies, duties, deductions or withholdings of any nature being "Taxes"). In the event that the Borrower is required by applicable law to make any such withholding or deduction of Taxes with respect to any Loan or fee or other amount, the Borrower shall pay such deduction or withholding repay to the applicable taxing authority, shall promptly furnish to any Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay Administrative Agent forthwith on demand the amount so distributed to such Bank additional amounts as may be necessary or Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in order that the amount received by such Bank after the required withholding or other payment shall equal the amount such Bank would have received had no such withholding or other payment been madeaccordance with banking industry rules on interbank compensation.
Appears in 1 contract
General Provisions as to Payments. (a) The Borrower shall make each payment of principal of, and interest on, the Loans and of fees hereunder, without any setoff, counterclaim or any deduction whatsoever, hereunder in the currency specified in Section 2.12(b) not later than 11:00 A.M. (Atlanta, Georgia London time) on the date when due, in Federal or other funds (subject to paragraph (c) below, with respect to Foreign Currency Loans) immediately available in Atlanta, Georgia, due to the Administrative Agent at its address referred specified in or pursuant to in Section 9.0110.01 and without reduction by reason of any set-off or counterclaim. The Administrative Agent will promptly distribute to Wachovia each such payment received on account of the Swing Loans and to each Bank Lender its ratable share of each such payment received by the Administrative Agent for the account of the Banks.
(b) Lenders. Whenever any payment of principal of, or interest on, the Base Rate Loans, Money Market Loans or of fees hereunder shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of or interest on, the Euro-Dollar Loans or the Foreign Currency Loans shall be due on a day which is not a Euro-Dollar Business Day or Foreign Currency Business Day, as the case may be, the date for payment thereof shall be extended to the next succeeding Euro-Dollar unless such Business Day or Foreign Currency Business Day, as the case may be, unless such Euro-Dollar Business Day or Foreign Currency Business Day, as the case may be, falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day or Foreign Currency Business Day.
(b) Each Obligor shall make each payment hereunder in the applicable currency specified below:
(i) a repayment of a Loan or a part of a Loan shall be made in the currency in which that Loan is denominated;
(ii) each payment of interest shall be made in the currency in which the Loan or fee in respect of which the interest is payable was denominated, as or, in the case may beof any fee, payable, when such interest accrued; and
(iii) each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred, provided that if such cost, expense or Tax is incurred in a currency (the “Relevant Currency”) other than the Base Currency, Sterling, Swiss Francs or Dollars, payment in respect thereof shall be in an amount of the Base Currency equal to the sum of (A) the amount of such cost, expense or Tax converted to the Base Currency at the ECB Screen Rate at or about 11:00 A.M. (London time) on the date such payment is made and (B) if any Agent or Lender determines that its obligations in respect of such cost, expense or Tax in the Relevant Currency exceed the amount of the Relevant Currency obtained by such Agent or Lender upon its conversion of the amount of the Base Currency received under clause (A) of this paragraph (iii), such excess converted into the Base Currency at a rate specified by such Agent or Lender on the date such excess is paid.
(c) All payments Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, calculated by the Administrative Agent to reflect its cost of principal and interest with respect to Foreign Currency Loans shall be made in the Foreign Currency in which the related Foreign Currency Loan was madefunds.
(d) All payments of principal, interest and fees and all other amounts to be made by If the Borrower pursuant to this Agreement makes any payment of principal with respect to any Loan (whether such payment is pursuant to Article 2, 6 or fee relating thereto shall be paid without deduction for, and free from, 8 or otherwise) or any tax, imposts, levies, duties, deductionspayment of an Unpaid Sum on any day other than the last day of an Interest Period applicable thereto, or withholdings of any nature now or at anytime hereafter imposed by any governmental authority or by any taxing authority thereof or therein excluding in the case of each Bank, taxes imposed on or measured by its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Bank is organized or any political subdivision thereof and, in the case of each Bank, taxes imposed on its net income, and franchise taxes imposed on it, by the jurisdiction of such Bank's applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, imposts, levies, duties, deductions or withholdings of any nature being "Taxes"). In the event that if the Borrower is required by applicable law fails to make borrow, prepay or continue any such withholding or deduction of Taxes with respect Loan after notice has been given to any Loan Lender in accordance with Section 2.03(a), Section 2.10(b) or fee or other amountSection 2.14(c), the Borrower shall pay reimburse each Lender through the Administrative Agent within 30 days after demand for any resulting loss or expense incurred by it (or by an existing or prospective Participant in the related Loan), including (without limitation) any loss incurred in obtaining, liquidating or employing deposits from third parties, but excluding loss of margin for the period after such deduction payment or withholding failure to borrow, prepay or continue; provided that such Lender shall have delivered to the applicable taxing authority, shall promptly furnish to any Bank Borrower a certificate containing a computation in respect reasonable detail of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Bank additional amounts as may be necessary in order that the amount received by of such Bank after loss or expense, which certificate shall be conclusive in the required withholding or other payment shall equal the amount such Bank would have received had no such withholding or other payment been madeabsence of manifest error.
Appears in 1 contract
Samples: Facility Agreement (Praxair Inc)
General Provisions as to Payments. (a) The Borrower shall make each payment of principal of, and interest on, the Loans and of fees hereunder, without any setoff, counterclaim or any deduction whatsoever, not later than 11:00 A.M. (Atlanta, Georgia time) 1:00 P.M. on the date when due, without offset, in Federal federal funds or other funds (subject to paragraph (c) below, with respect to Foreign Currency Loans) immediately available in AtlantaCharlotte, GeorgiaNorth Carolina, to the Administrative Agent at its address referred to in Section 9.01. The Administrative Agent will promptly distribute to Wachovia each such payment received on account of the Swing Loans and to each Bank (and, following the occurrence and during the continuance of an Event of Default, for application by such Bank against amounts owing to such Bank by the Borrower in such order as such Bank shall elect) its ratable share of each such payment received by the Administrative Agent for the account of the Banks.; provided, that, should the Agent actually receive any relevant payment from the Borrower prior to 1:00 P.M. on the date when due, the Agent shall initiate the distribution process (by wire or otherwise) to such Bank of each such Bank's ratable portion of any payment received by the Agent prior to 5:00 P.M.
(b) Whenever any payment of principal of, or interest on, the Base Rate Loans, Swing Line Loans or Money Market Loans or of fees hereunder shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of or interest on, the Euro-Dollar Euro_Dollar Loans or the Foreign Currency Offshore Loans shall be due on a day which is not a Euro-Dollar Business Day or Foreign Currency Business Day, as the case may be, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day or Foreign Currency Business Day, as the case may be, unless such Euro-Dollar Business Day or Foreign Currency Business Day, as the case may be, falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day or Foreign Currency Business Day, as the case may be.
(c) All payments of principal and interest with respect to Foreign Currency Loans shall be made in the Foreign Currency in which the related Foreign Currency Loan was made.
(d) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to any Loan or fee relating thereto shall be paid without deduction for, and free from, any tax, imposts, levies, duties, deductions, or withholdings of any nature now or at anytime hereafter imposed by any governmental authority or by any taxing authority thereof or therein excluding in the case of each Bank, taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Bank (as the case may be) is organized or any political subdivision thereof and, in the case of each Bank, taxes imposed on its net income, and franchise taxes imposed on it, by the jurisdiction of such Bank's applicable Lending Office or any political subdivision thereof (all such non-excluded non_excluded taxes, imposts, levies, duties, deductions or withholdings of any nature being "Taxes"). In the event that the Borrower is required by applicable law to make any such withholding or deduction of Taxes with respect to any Loan or fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Bank additional amounts as may be necessary in order that the amount received by such Bank after the required withholding or other payment shall equal the amount such Bank would have received had no such withholding or other payment been made. If no withholding or deduction of Taxes are payable in respect to any Loan or fee relating thereto, the Borrower shall furnish any, at such Bank's request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to such, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower fails to provide such original or certified copy of a receipt evidencing payment of Taxes or certificate(s) or opinion of counsel of exemption, the Borrower hereby agrees to compensate such Bank for, and indemnify them with respect to, the tax consequences of the Borrower's failure to provide evidence of tax payments or tax exemption. Each Bank agrees, as soon as practicable after request by it of a request by the Borrower to do so, to file all appropriate forms and take other appropriate action to obtain a certificate or other appropriate document from the appropriate governmental authority in the jurisdiction imposing the relevant taxes, establishing that it is entitled to receive payments of principal and interest under this Agreement and the Notes without deduction and free from withholding of any Taxes imposed by such jurisdiction; provided, that, if it is unable, for any reason, to establish such exemption, or to file such forms and, in any event, during such period of time as such request for exemption is pending, the Borrower shall nonetheless remain obligated under the terms of the immediately preceding paragraph. In the event any Bank receives a refund of any Taxes paid by the Borrower pursuant to this Section 2.12(c), it will pay to the Borrower the amount of such refund promptly upon receipt thereof; provided, however, if at any time thereafter it is required to return such refund, the Borrower shall promptly repay to it the amount of such refund. Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower and the Banks contained in this Section 2.12(c) shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions (i) shall be made based upon the circumstances of such Participant, Assignee or other Transferee, and (ii) constitute a continuing agreement and shall survive the termination of this Agreement and the payment in full or cancellation of the Notes.
Appears in 1 contract
Samples: Credit Agreement (Home Depot Inc)
General Provisions as to Payments. (a) The Borrower shall make each payment of principal of, and interest on, the Loans and of all fees hereunder, without any setoff, counterclaim or any deduction whatsoever, not later than 11:00 A.M. (Atlanta, Georgia time) on the date when due, in Federal or other funds (subject to paragraph (c) below, with respect to Foreign Currency Loans) immediately available in Atlanta, Georgia, to the Administrative Agent at its address referred to in Section 9.01. The Administrative Agent will promptly distribute to Wachovia each such payment received on account of the Swing Loans and to each Bank its ratable share of each such payment received by the Administrative Agent for the account of the Banks.
(b) Whenever any payment of principal of, or interest on, the Base Rate Loans, Loans or the Money Market Loans or of fees hereunder shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of of, or interest on, the Euro-Dollar Loans or the Foreign Currency Loans shall be due on a day which is not a Euro-Dollar Business Day or Foreign Currency Business Day, as the case may be, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day or Foreign Currency Business Day, as the case may be, unless such Euro-Dollar Business Day or Foreign Currency Business Day, as the case may be, falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day Day. If the date for any payment of principal is extended by operation of law or Foreign Currency Business Dayotherwise, as the case may beinterest thereon shall be payable for such extended time.
(c) All payments of principal and interest with respect Subject to Foreign Currency Loans shall be made in the Foreign Currency in which the related Foreign Currency Loan was made.
(d) All immediately succeeding sentence, all payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to any Loan or fee relating thereto shall be paid without deduction for, and free from, for any tax, imposts, levies, duties, deductions, or withholdings of any nature now or at anytime hereafter imposed by any governmental authority or by any taxing authority thereof or therein excluding in the case of each Bank, taxes imposed on or measured by its incomenet or gross income (in the nature of an income tax), and franchise taxes imposed on it, by the jurisdiction under the laws of which such Bank is organized or by any jurisdiction to which the Bank is subject to pay taxes for reasons other than the transactions contemplated by this Agreement or any Loan Document or any political subdivision thereof and, in the case of each Bank, taxes imposed on its net incomeor gross income (in the nature of an income tax), and franchise taxes imposed on it, by the jurisdiction of such Bank's applicable Lending Office or any political subdivision thereof or of any jurisdiction to which it is subject to pay taxes for reasons other than the transactions contemplated by this Agreement or any Loan Document (all such non-excluded taxes, imposts, levies, duties, deductions or withholdings of any nature being "Taxes"). In the event that the Borrower is required by applicable law to make any such withholding or deduction of Taxes with respect to any Loan or fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Bank additional amounts as may be necessary in order that the amount received by such Bank after the required withholding or other payment shall equal the amount such Bank would have received had no such withholding or other payment been made. In the event any Bank receives a refund of any Taxes paid by the Borrower pursuant to this Section 2.12, it will pay to the Borrower the amount of such refund promptly upon receipt thereof; provided, however, if at any time thereafter it is required to return such refund, the Borrower shall promptly repay to it the amount of such refund.
(d) Each Bank (or Assignee) that is organized under the laws of a jurisdiction other than the United States, any State thereof or the District of Columbia (a "Non-U.S. Bank") shall deliver to the Borrower and the Administrative Agent two copies of either United States Internal Revenue Service Form 1001 or Form 4224, or, in the case of a Non-U.S. Bank claiming exemption from U.S. Federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of "portfolio interest," a Form W-8, or any subsequent versions thereof or successors thereto (and, if such Non-U.S. Bank delivers a Form W-8, a certificate representing that such Non-U.S. Bank is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code)), properly completed and duly executed by such Non-U.S. Bank claiming complete exemption from U.S. Federal withholding tax on payments by the Borrower under this Agreement and the other Loan Documents. Such forms shall be delivered by each Non-U.S. Bank on or before the date it becomes a party to this Agreement and on or before the date, if any, such Non-U.S. Bank changes its applicable Lending Office by designating a different Lending Office (a "New Lending Office"). In addition, each Non-U.S. Bank shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Non-U.S.
Appears in 1 contract
Samples: Credit Agreement (La-Z-Boy Inc)
General Provisions as to Payments. (a) The Borrower shall make each payment of principal of, and interest on, the Loans and of commitment fees hereunder, without any setoff, counterclaim or any deduction whatsoever, not later than 11:00 A.M. (AtlantaCharlotte, Georgia North Carolina time) on the date when due, in Federal or other funds (subject to paragraph (c) below, with respect to Foreign Currency Loans) immediately available in AtlantaCharlotte, GeorgiaNorth Carolina, to the Administrative Agent at its address referred to in Section 9.01. The Administrative Agent will promptly distribute to Wachovia each such payment received on account of the Swing Loans and to each Bank its ratable share of each such payment received by the Administrative Agent for the account of the Banks.
(b) Whenever any payment of principal of, or interest on, the Base Rate Loans, Loans or the Money Market Loans or of fees hereunder shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of of, or interest on, the Euro-Dollar Loans or the Foreign Currency Loans shall be due on a day which is not a Euro-Dollar Business Day or Foreign Currency Business Day, as the case may be, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day or Foreign Currency Business Day, as the case may be, unless such Euro-Dollar Business Day or Foreign Currency Business Day, as the case may be, falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day Day. If the date for any payment of principal is extended by operation of law or Foreign Currency Business Dayotherwise, as the case may beinterest thereon shall be payable for such extended time.
(c) All payments of principal and interest with respect to Foreign Currency Loans shall be made in the Foreign Currency in which the related Foreign Currency Loan was made.
(d) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to any Loan or fee relating thereto shall be paid without deduction for, and free from, any tax, imposts, levies, duties, deductions, or withholdings of any nature now or at anytime hereafter imposed by any governmental authority or by any taxing authority thereof or therein excluding in the case of each Bank, taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Bank is organized or any political subdivision thereof and, in the case of each Bank, taxes imposed on its net income, and franchise taxes imposed on it, by the jurisdiction of such Bank's ’s applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, imposts, levies, duties, deductions or withholdings of any nature being "“Taxes"”). In the event that the Borrower is required by applicable law to make any such withholding or deduction of Taxes with respect to any Loan or fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Bank additional amounts as may be necessary in order that the amount received by such Bank after the required withholding or other payment shall equal the amount such Bank would have received had no such withholding or other payment been made. If no withholding or deduction of Taxes are payable in respect of any Loan or fee relating thereto, the Borrower shall furnish any Bank, at such Bank’s request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to such Bank, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower fails to provide such original or certified copy of a receipt evidencing payment of Taxes or certificate(s) or opinion of counsel of exemption, the Borrower hereby agrees to compensate such Bank for, and indemnify them with respect to, the tax consequences of the Borrower’s failure to provide evidence of tax payments or tax exemption. In the event any Bank receives a refund of any Taxes paid by the Borrower pursuant to this Section 2.12, it will pay to the Borrower the amount of such refund promptly WCSR 2018712 upon receipt thereof; provided, however, if at any time thereafter it is required to return such refund, the Borrower shall promptly repay to it the amount of such refund. Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 2.12 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions (i) shall be made based upon the circumstances of such Participant, Assignee or other Transferee, and (ii) constitute a continuing agreement and shall survive the termination of this Agreement and the payment in full or cancellation of the Notes.
Appears in 1 contract
General Provisions as to Payments. (a) The Borrower shall make each payment of principal of, and interest on, the Loans Syndicated Advances and Swing Line Advances and of fees hereunder, without any setoff, counterclaim or any deduction whatsoever, not later than 11:00 A.M. (AtlantaWashington, Georgia D.C. time) on the date when due, in Federal or other funds (subject to paragraph (c) below, with respect to Foreign Currency Loans) immediately available in AtlantaWashington, GeorgiaD.C., to the Administrative Agent at its address referred to in Section 9.0113.01. The Subject to the terms of Section 2.02(g), the Administrative Agent will promptly distribute to Wachovia each such payment received on account of the Swing Loans and to each Bank its ratable share of each such payment received by the Administrative Agent for the account of the Banks; provided that payments of interest shall be distributed by the Administrative Agent within three Domestic Business Days of the date such payment is received by the Administrative Agent for the account of the Banks.
(b) Whenever any payment of principal of, or interest on, the Base Rate LoansSyndicated Advances, Money Market Loans Swing Line Advances or of fees hereunder shall be due on a day which is not a Domestic Business DayDay (including, without limitation, any payments pursuant to Sections 2.02(f) and 2.02(g)), the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever If the date for any payment of principal is extended by operation of law or otherwise, interest on, the Euro-Dollar Loans or the Foreign Currency Loans thereon shall be due on a day which is not a Euro-Dollar Business Day or Foreign Currency Business Day, as the case may be, the date payable for payment thereof shall be such extended to the next succeeding Euro-Dollar Business Day or Foreign Currency Business Day, as the case may be, unless such Euro-Dollar Business Day or Foreign Currency Business Day, as the case may be, falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day or Foreign Currency Business Day, as the case may betime.
(c) All payments of principal and interest with respect to Foreign Currency Loans shall be made in the Foreign Currency in which the related Foreign Currency Loan was made.
(d) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to any Loan Syndicated Advance, Swing Line Advance or fee relating thereto shall be paid without deduction for, and free from, any tax, imposts, levies, duties, deductions, or withholdings of any nature now or at anytime hereafter imposed by any governmental authority or by any taxing authority thereof or therein excluding in the case of each Bank, taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Bank is organized or any political subdivision thereof and, in the case of each Bank, taxes imposed on its net income, and franchise taxes imposed on it, by the jurisdiction of such Bank's ’s applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, imposts, levies, duties, deductions or withholdings of any nature being "“Taxes"”). In the event that the Borrower is required by applicable law to make any such withholding or deduction of Taxes with respect to any Loan Syndicated Advance, Swing Line Advance or fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Bank additional amounts as may be necessary in order that the amount received by such Bank after the required withholding or other payment shall equal the amount such Bank would have received had no such withholding or other payment been made. If no withholding or deduction of Taxes are payable in respect of any Syndicated Advance, Swing Line Advance or fee relating thereto, the Borrower shall furnish any Bank, at such Bank’s request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to such Bank, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower fails to provide such original or certified copy of a receipt evidencing payment of Taxes or certificate(s) or opinion of counsel of exemption, the Borrower hereby agrees to compensate such Bank for, and indemnify them with respect to, the tax consequences of the Borrower’s failure to provide evidence of tax payments or tax exemption. In the event any Bank receives a refund of any Taxes paid by the Borrower pursuant to this Section 2.15, it will pay to the Borrower the amount of such refund promptly upon receipt thereof; provided, however, if at any time thereafter it is required to return such refund, the Borrower shall promptly repay to it the amount of such refund. Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 2.15 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions (i) shall be made based upon the circumstances of such Participant, Assignee or other Transferee, and (ii) constitute a continuing agreement and shall survive the termination of this Agreement and the payment in full or cancellation of the Notes.
Appears in 1 contract
General Provisions as to Payments. (a) The Borrower shall make each payment of principal of, and interest on, the Loans Syndicated Advances and Swing Line Advances and of fees hereunder, without any setoff, counterclaim or any deduction whatsoever, not later than 11:00 A.M. (AtlantaWashington, Georgia D.C. time) on the date when due, in Federal or other funds (subject to paragraph (c) below, with respect to Foreign Currency Loans) immediately available in AtlantaWashington, GeorgiaD.C., to the Administrative Agent at its address referred to in Section 9.0113.01. The Subject to the terms of Section 2.02(g), the Administrative Agent will promptly distribute to Wachovia each such payment received on account of the Swing Loans and to each Bank its ratable share of each such payment received by the Administrative Agent for the account of the Banks; provided that payments of interest shall be distributed by the Administrative Agent within three Domestic Business Days of the date such payment is received by the Administrative Agent for the account of the Banks.
(b) Whenever any payment of principal of, or interest on, the Base Rate LoansSyndicated Advances, Money Market Loans Swing Line Advances or of fees hereunder shall be due on a day which is not a Domestic Business DayDay (including, without limitation, any payments pursuant to Sections 2.02(f) and 2.02(g)), the date for payment thereof shall be extended to the next succeeding Domestic Business Day; provided, however, in the event that the Facility Maturity Date is not a Domestic Business Day, any payments due on such Facility Maturity Date shall be due on the Domestic Business Day immediately preceding such Facility Maturity Date. Whenever If the date for any payment of principal is extended by operation of law or otherwise, interest on, the Euro-Dollar Loans or the Foreign Currency Loans thereon shall be due on a day which is not a Euro-Dollar Business Day or Foreign Currency Business Day, as the case may be, the date payable for payment thereof shall be such extended to the next succeeding Euro-Dollar Business Day or Foreign Currency Business Day, as the case may be, unless such Euro-Dollar Business Day or Foreign Currency Business Day, as the case may be, falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day or Foreign Currency Business Day, as the case may betime.
(c) All payments of principal and interest with respect to Foreign Currency Loans shall be made in the Foreign Currency in which the related Foreign Currency Loan was made.
(d) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to any Loan Syndicated Advance, Swing Line Advance or fee relating thereto shall be paid without deduction for, and free from, any tax, imposts, levies, duties, deductions, or withholdings of any nature now or at anytime hereafter imposed by any governmental authority or by any taxing authority thereof or therein excluding in the case of each Bank, taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Bank is organized or any political subdivision thereof and, in the case of each Bank, taxes imposed on its net income, and franchise taxes imposed on it, by the jurisdiction of such Bank's ’s applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, imposts, levies, duties, deductions or withholdings of any nature being "“Taxes"”). In the event that the Borrower is required by applicable law to make any such withholding or deduction of Taxes with respect to any Loan Syndicated Advance, Swing Line Advance or fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Bank additional amounts as may be necessary in order that the amount received by such Bank after the required withholding or other payment shall equal the amount such Bank would have received had no such withholding or other payment been made. If no withholding or deduction of Taxes are payable in respect of any Syndicated Advance, Swing Line Advance or fee relating thereto, the Borrower shall furnish any Bank, at such Bank’s request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to such Bank, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower fails to provide such original or certified copy of a receipt evidencing payment of Taxes or certificate(s) or opinion of counsel of exemption, the Borrower hereby agrees to compensate such Bank for, and indemnify them with respect to, the tax consequences of the Borrower’s failure to provide evidence of tax payments or tax exemption. In the event any Bank receives a refund of any Taxes paid by the Borrower pursuant to this Section 2.15, it will pay to the Borrower the amount of such refund promptly upon receipt thereof; provided, however, if at any time thereafter it is required to return such refund, the Borrower shall promptly repay to it the amount of such refund. Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 2.15 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions (i) shall be made based upon the circumstances of such Participant, Assignee or other Transferee, and (ii) constitute a continuing agreement and shall survive the termination of this Agreement and the payment in full or cancellation of the Notes.
Appears in 1 contract
General Provisions as to Payments. (a) The Borrower Co-Borrowers shall make each payment or prepayment required to be made by it hereunder (whether of principal ofprincipal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 8.03, Section 8.04 or Section 8.05, or otherwise) prior to (i) in the case of payments denominated in Dollars, 12:00 noon, New York City time and interest on, (ii) in the Loans and case of fees hereunder, without any setoff, counterclaim or any deduction whatsoeverpayments denominated in an Available Currency, not later than 11:00 A.M. (Atlanta12:00 noon, Georgia Available Currency Office time) , in each case, on the date when duedue or the date fixed for any prepayment hereunder, in Federal or other funds (subject to paragraph (c) below, with respect to Foreign Currency Loans) immediately available funds, without setoff, recoupment or counterclaim. Any amounts received after such time on any date may, in Atlantathe discretion of the Administrative Agent, Georgiabe deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made (i) in the same currency in which the applicable Credit Event was made (or where such currency has been converted to euro, in euro) and (ii) to the Administrative Agent at its address referred offices in New York City or, in the case of a Credit Event denominated in an Available Currency, the Administrative Agent’s Available Currency Office for such currency, except payments to in be made directly to Issuing Banks or Swingline Bank as expressly provided herein and except that payments pursuant to Section 9.018.03, Section 8.04, Section 8.05 and Section 9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent will promptly shall distribute to Wachovia each any such payment payments denominated in the same currency received on by it for the account of any other Person to the Swing Loans and appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to each Bank its ratable share the next succeeding Business Day, and, in the case of each any payment accruing interest, interest thereon shall be payable for the period of such extension. Notwithstanding the foregoing provisions of this Section, if, after the making of any Credit Event in any Available Currency, currency control or exchange regulations are imposed in the country which issues such currency with the result that the type of currency in which the Credit Event was made (the “Original Currency”) no longer exists or the Co-Borrowers are not able to make payment received by to the Administrative Agent for the account of the BanksBanks in such Original Currency, then all payments to be made by the Co-Borrowers hereunder in such currency shall instead be made when due in Dollars in an amount equal to the Dollar Amount (as of the date of repayment) of such payment due, it being the intention of the parties hereto that the Co-Borrowers take all risks of the imposition of any such currency control or exchange regulations.
(b) Whenever If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal ofand unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties.
(c) If any Bank shall, by exercising any right of setoff or interest oncounterclaim or otherwise, the Base Rate Loans, Money Market Loans or obtain payment in respect of fees hereunder shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of or interest onon any of its Revolving Loans or participations in LC Disbursements or Swingline Loans resulting in such Bank receiving payment of a greater proportion of the aggregate amount of its Revolving Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other Bank, then the Bank receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans and participations in LC Disbursements and Swingline Loans of other Banks to the extent necessary so that the benefit of all such payments shall be shared by the Banks ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, Page 41 ACTIVE 221393034 to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by a Co-Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Bank as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than to any Co-Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each of the Co-Borrowers consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Bank acquiring a participation pursuant to the foregoing arrangements may exercise against such Co-Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Bank were a direct creditor of such Co-Borrower in the amount of such participation.
(d) Unless the Administrative Agent shall have received, prior to any date on which any payment is due to the Administrative Agent for the account of the Banks or the Issuing Banks pursuant to the terms hereof or any other Loan Document (including any date that is fixed for prepayment by notice from any Co-Borrower to the Administrative Agent pursuant to Section 2.12(b)), notice from Carlisle or any Co-Borrower that the Co-Borrowers will not make such payment or prepayment, the EuroAdministrative Agent may assume that a Co-Dollar Loans Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Banks or the Foreign Currency Loans shall be due on a day which is not a Euro-Dollar Business Day or Foreign Currency Business DayIssuing Banks, as the case may be, the date for payment thereof shall be extended to amount due. In such event, if no Co-Borrower has in fact made such payment, then each of the next succeeding Euro-Dollar Business Day Banks or Foreign Currency Business Daythe Issuing Banks, as the case may be, unless severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Euro-Dollar Business Day Bank or Foreign Currency Business DayIssuing Bank with interest thereon, as the case may be, falls in another calendar month, in which case for each day from and including the date for such amount is distributed to it to but excluding the date of payment thereof shall be to the next preceding Euro-Dollar Business Day or Foreign Currency Business DayAdministrative Agent, as at the case may be.
(c) All payments greater of principal the NYFRB Rate and interest with respect to Foreign Currency Loans shall be made in the Foreign Currency in which the related Foreign Currency Loan was made.
(d) All payments of principal, interest and fees and all other amounts to be made a rate determined by the Borrower pursuant to this Agreement Administrative Agent in accordance with respect to any Loan or fee relating thereto shall be paid banking industry rules on interbank compensation (including without deduction for, and free from, any tax, imposts, levies, duties, deductions, or withholdings of any nature now or at anytime hereafter imposed by any governmental authority or by any taxing authority thereof or therein excluding limitation the Overnight Available Currency Rate in the case of each Bank, taxes imposed on or measured by its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Bank is organized or any political subdivision thereof and, Loans denominated in the case of each Bank, taxes imposed on its net income, and franchise taxes imposed on it, by the jurisdiction of such Bank's applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, imposts, levies, duties, deductions or withholdings of any nature being "Taxes"an Available Currency). In the event that the Borrower is required by applicable law to make any such withholding or deduction of Taxes with respect to any Loan or fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Bank additional amounts as may be necessary in order that the amount received by such Bank after the required withholding or other payment shall equal the amount such Bank would have received had no such withholding or other payment been made.
Appears in 1 contract
General Provisions as to Payments. (a) The Borrower shall make each payment of principal of, and interest on, the Loans and of fees hereunder, without any setoff, counterclaim or any deduction whatsoeverLoans, not later than 11:00 A.M. (Atlanta, Georgia time) on the date when due, in Federal or other funds (subject to paragraph (c) below, below with respect to Foreign Currency Loans) immediately available in Atlanta, Georgiaat the place where payment is due, to the Administrative Agent Bank at its address referred to in Section 9.01. The Administrative Agent will promptly distribute to Wachovia each such payment received set forth on account of the Swing Loans and to each Bank its ratable share of each such payment received by the Administrative Agent for the account of the Bankssignature pages hereof.
(b) Whenever any payment of principal of, or interest on, the Base Rate Loans, Money Market Loans or of fees hereunder shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of or interest on, the Euro-Dollar Loans or the Foreign Currency Fixed Rate Loans shall be due on a day which is not a Euro-Dollar Business Day or Foreign Currency Fixed Rate Business Day, as the case may be, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Fixed Rate Business Day or Foreign Currency Business Day, as the case may be, unless such Euro-Dollar Fixed Rate Business Day or Foreign Currency Business Day, as the case may be, falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day or Foreign Currency Fixed Rate Business Day, as the case may be.
(c) All payments of principal and interest with respect to Foreign Currency Loans shall be made in the Foreign Currency in which the related Foreign Currency Loan was madeCurrency.
(d) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to any Loan or fee relating thereto shall be paid without deduction for, and free from, any tax, imposts, levies, duties, deductions, or withholdings of any nature now or at anytime hereafter imposed by any governmental authority or by any taxing authority thereof or therein excluding in the case of each Bank, therein
(i) taxes imposed on or measured by its net income, franchise taxes and franchise branch profits taxes imposed on it, by the jurisdiction under the laws of which such the Bank is organized or any political subdivision thereof and, in the case of each the Bank, taxes imposed on its net income, the Bank (or Transferee) as a result of any present or former connection between the Bank (or Transferee) and franchise taxes imposed on it, by the jurisdiction of the governmental authority or taxing authority imposing such Bank's applicable Lending Office tax or any political subdivision thereof or therein (other than solely as a result of entering into this Agreement, performing any obligations hereunder, receiving any payments hereunder or enforcing any rights hereunder) and (ii) any taxes that are attributable to the failure of any Non-U.S. Lender) to comply with this Section 2.09(d) (all such non-excluded taxes, imposts, levies, duties, deductions or withholdings of any nature being "Taxes"). In the event that the Borrower is required by applicable law to make any such withholding or deduction of Taxes with respect to any Loan or fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any the Bank (or Transferee) in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such the Bank (or Transferee) additional amounts ("Additional Amounts") as may be necessary in order that the amount received by such the Bank (or Transferee) after the required withholding or other payment shall equal the amount such the Bank (or Transferee) would have received had no such withholding or other payment been made. In the event the Bank (or Transferee) receives a refund of any (i) Taxes paid by the Borrower, or as to which tax the Borrower has paid Additional Amounts, pursuant to this Section 2.09(d) or Other Taxes, it will pay to the Borrower the amount of such refund promptly upon receipt thereof; provided that if at any time thereafter it is required to return such refund, the Borrower shall promptly repay to it the amount of such refund.
(e) If the Bank (or Transferee) is not a United States person as defined in Section 7701(a) (30) of the Code (a "Non-U.S. Lender"), and the Bank (or Transferee) is entitled to an exemption from, or reduction of, withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement, the Bank (or Transferee) shall deliver to the Borrower, at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower as will permit such payments to be made without withholding or at a reduced rate. The Borrower shall not be required to pay any Additional Amounts in respect of any withholding tax pursuant to Section 2.09(d) to the extent that the obligation to withhold amounts with respect to such withholding tax (i) was in effect and would apply to amounts payable to the Non-U.S. Lender (A) on the date the Non-U.S. Lender became a party to this Agreement, or, (B) if the Bank (or Transferee) changes its applicable lending office by designating a different lending office, on the date the Bank (or Transferee) designates such different lending office or (ii) the obligation to pay such Additional Amounts would not have arisen but for a failure by the Non-U.S. Lender to comply with the provisions of this Section 2.09(e).
(f) If the Bank (or any Transferee) claims Additional Amounts pursuant to Section 2.09(d), it shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document reasonably requested by the Borrower or to change the jurisdiction of its applicable lending office if the making of such filing or change would avoid the need for, or reduce the amount of, such Additional Amounts that may thereafter accrue and would not, in the sole determination of the Bank (or Transferee) be otherwise disadvantageous to the Bank (or Transferee).
(g) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower and the Bank contained in Section 2.09(c) through (f), inclusive, shall be applicable with respect to any Transferee, and any calculations required by such provisions (i) shall be made based upon the circumstances of such Transferee, and (ii) constitute a continuing agreement and shall survive the termination of this Agreement and the payment in full or cancellation of the Note.
Appears in 1 contract
General Provisions as to Payments. (a) The Borrower shall make each payment of principal of, and interest on, the Loans and of fees hereunder, without any setoff, counterclaim or any deduction whatsoeverLoans, not later than 11:00 A.M. (Atlanta, Georgia time) on the date when due, in Federal or other funds (subject to paragraph (c) below, below with respect to Foreign Currency Loans) immediately available in Atlanta, Georgiaat the place where payment is due, to the Administrative Agent at its address referred to in Section 9.01set forth on the signature pages hereof. The Administrative Agent will promptly distribute to Wachovia each such payment received on account of the Swing Loans and to each Bank its ratable share of each such payment received by the Administrative Agent for the account of the Banks.
(b) Whenever any payment of principal of, or interest on, the Base Rate Loans, Money Market Loans or of fees hereunder shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of or interest on, the Euro-Dollar Loans or the Foreign Currency Fixed Rate Loans shall be due on a day which is not a Euro-Dollar Business Day or Foreign Currency Fixed Rate Business Day, as the case may be, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Fixed Rate Business Day or Foreign Currency Business Day, as the case may be, unless such Euro-Dollar Fixed Rate Business Day or Foreign Currency Business Day, as the case may be, falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day or Foreign Currency Fixed Rate Business Day, as the case may be.
(c) . All payments of principal and interest with respect to Foreign Currency Loans shall be made in the Foreign Currency in which the related borrowed; provided, however, with respect to any Borrowing of any Foreign Currency Loan was made.
(d) which during the Interest Period therefor has been replaced entirely by the Euro, such Foreign Currency Borrowing may be repaid in Euros. All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to any Loan or fee relating thereto shall be paid without deduction for, and free from, any tax, imposts, levies, duties, deductions, or withholdings of any nature now or at anytime hereafter imposed by any governmental authority or by any taxing authority thereof or therein excluding in excluding, with respect to the case Agent, any Bank or any other recipient of each Bank, any payment to be made by or on account of any obligation of the Borrower hereunder (i) taxes imposed on or measured by its net income, franchise taxes and franchise branch profits taxes imposed on it, in each case, by the jurisdiction under the laws of which such Bank recipient is organized or any political subdivision thereof and, in the case of each any Bank, taxes imposed on its net income, such Bank (or Transferee) as a result of any present or former connection between such Bank (or Transferee) and franchise taxes imposed on it, by the jurisdiction of the governmental authority or taxing authority imposing such Bank's applicable Lending Office tax or any political subdivision thereof or therein (other than solely as a result of entering into this Agreement, performing any obligations hereunder, receiving any payments hereunder or enforcing any rights hereunder) and (ii) any taxes that are attributable to the failure of any Non-U.S. Lender) to comply with this Section 2.11(d) (all such non-excluded taxes, imposts, levies, duties, deductions or withholdings of any nature being "Taxes"). In the event that the Borrower is required by applicable law to make any such withholding or deduction of Taxes with respect to any Loan or fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any the Agent or such Bank (or Transferee), as the case may be, in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to the Agent or such Bank (or Transferee) additional amounts ("Additional Amounts") as may be necessary in order that the amount received by the Agent or such Bank (or Transferee) after the required withholding or other payment shall equal the amount the Agent or such Bank (or Transferee) would have received had no such withholding or other payment been made. In the event a Bank (or Transferee) receives a refund of any (i) Taxes paid by the Borrower, or as to which tax the Borrower has paid Additional Amounts, pursuant to this Section 2.11(d) or Other Taxes, it will pay to the Borrower the amount of such refund promptly upon receipt thereof; provided that if at any time thereafter such Bank (or Transferee) is required to return such refund, the Borrower shall promptly repay to such Bank (or Transferee) the amount of such refund. If a Bank (or Transferee) is not a United States person as defined in Section 7701(a) (30) of the Code (a "Non-U.S. Lender"), and such Bank (or Transferee) is entitled to an exemption from, or reduction of, withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement, such Bank (or Transferee) shall deliver to the Borrower, at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower as will permit such payments to be made without withholding or at a reduced rate. The Borrower shall not be required to pay any Additional Amounts in respect of any withholding tax pursuant to Section 2.11(d) to the extent that the obligation to withhold amounts with respect to such withholding tax (i) was in effect and would apply to amounts payable to a Non-U.S. Lender (A) on the date such Non-U.S. Lender became a party to this Agreement, or, (B) if a Bank (or Transferee) changes its applicable lending office by designating a different lending office, on the date such Bank (or Transferee) designates such different lending office or (ii) the obligation to pay such Additional Amounts would not have arisen but for a failure by a Non-U.S. Lender to comply with the provisions of this Section 2.11(e). If a Bank (or any Transferee) claims Additional Amounts pursuant to Section 2.11(d), it shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document reasonably requested by the Borrower or to change the jurisdiction of its applicable lending office or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates if the making of such filing, change or assignment would avoid the need for, or reduce the amount of, such Additional Amounts that may thereafter accrue and would not, in the sole determination of such Bank (or Transferee) be otherwise disadvantageous to such Bank (or Transferee). Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower and the Banks contained in Section 2.11(c) through (f), inclusive, shall be applicable with respect to any Transferee, and any calculations required by such provisions (i) shall be made based upon the circumstances of such Transferee, and (ii) constitute a continuing agreement and shall survive the termination of this Agreement and the payment in full or cancellation of the Notes. When the Agent receives any payment pursuant hereto or with respect to fees for the account of any Bank, it shall distribute such payment to such Bank in immediately available funds (1) on the day received, if received by 2:00 PM (Atlanta, Georgia time), or (2) on the next Domestic Business Day, if received thereafter.
Appears in 1 contract
General Provisions as to Payments. (a) The Borrower shall make each payment of principal of, and interest on, the Loans and of commitment fees hereunder, without any setoff, counterclaim or any deduction whatsoever, not later than 11:00 A.M. (Atlanta, Georgia time) on the date when due, in Federal or other funds (subject to paragraph (c) below, with respect to Foreign Currency Loans) immediately available in Atlanta, Georgia, to the Administrative Agent at its address referred to in Section 9.01. The Administrative Agent will promptly distribute to Wachovia each such payment received on account of the Swing Loans and to each Bank its ratable share of each such payment received by the Administrative Agent for the account of the Banks.
(b) Whenever any payment of principal of, or interest on, the Base Rate Loans, Loans or the Money Market Loans or of fees hereunder shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of of, or interest on, the Euro-Dollar Loans or the Foreign Currency Loans shall be due on a day which is not a Euro-Dollar Business Day or Foreign Currency Business Day, as the case may be, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day or Foreign Currency Business Day, as the case may be, unless such Euro-Dollar Business Day or Foreign Currency Business Day, as the case may be, falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day Day. If the date for any payment of principal is extended by operation of law or Foreign Currency Business Dayotherwise, as the case may beinterest thereon shall be payable for such extended time.
(c) All payments of principal and interest with respect to Foreign Currency Loans shall be made in the Foreign Currency in which the related Foreign Currency Loan was made.
(d) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to any Loan or fee relating thereto shall be paid without deduction for, and free from, any tax, imposts, levies, duties, deductions, or withholdings of any nature now or at anytime hereafter imposed by any governmental authority or by any taxing authority thereof or therein excluding in the case of each Bank, taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Bank is organized or any political subdivision thereof and, in the case of each Bank, taxes imposed on its net income, and franchise taxes imposed on it, by the jurisdiction of such Bank's applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, imposts, levies, duties, deductions or withholdings of any nature being "Taxes"). In the event that the Borrower is required by applicable law to make any such withholding or deduction of Taxes with respect to any Loan or fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Bank additional amounts as may be necessary in order that the amount received by such Bank after the required withholding or other payment shall equal the amount such Bank would have received had no such withholding or other payment been made.. If no withholding or deduction of Taxes are payable in respect of any Loan or fee relating thereto, the Borrower shall furnish any Bank, at such Bank's request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to such Bank, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower fails to provide such original or certified copy of a receipt evidencing payment of Taxes or certificate(s) or opinion of counsel of exemption, the Borrower hereby
Appears in 1 contract
General Provisions as to Payments. (a) The Borrower Co-Borrowers shall make each payment or prepayment required to be made by it hereunder (whether of principal ofprincipal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 8.03, Section 8.04 or Section 8.05, or otherwise) prior to (i) in the case of payments denominated in Dollars, 12:00 noon, New York City time and interest on, (ii) in the Loans and case of fees hereunder, without any setoff, counterclaim or any deduction whatsoeverpayments denominated in an Available Currency, not later than 11:00 A.M. (Atlanta12:00 noon, Georgia Available Currency Office time) , in each case, on the date when duedue or the date fixed for any prepayment hereunder, in Federal or other funds (subject to paragraph (c) below, with respect to Foreign Currency Loans) immediately available funds, without setoff, recoupment or counterclaim. Any amounts received after such time on any date may, in Atlantathe discretion of the Administrative Agent, Georgiabe deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made (i) in the same currency in which the applicable Credit Event was made (or where such currency has been converted to euro, in euro) and (ii) to the Administrative Agent at its address referred offices in New York City or, in the case of a Credit Event denominated in an Available Currency, the Administrative Agent’s Available Currency Office for such currency, except payments to in be made directly to Issuing Banks or Swingline Bank as expressly provided herein and except that payments pursuant to Section 9.018.03, Section 8.04, Section 8.05 and Section 9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent will promptly shall distribute to Wachovia each any such payment payments denominated in the same currency received on by it for the account of any other Person to the Swing Loans and appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to each Bank its ratable share the next succeeding Business Day, and, in the case of each any payment accruing interest, interest thereon shall be payable for the period of such extension. Notwithstanding the foregoing provisions of this Section, if, after the making of any Credit Event in any Available Currency, currency control or exchange regulations are imposed in the country which issues such currency with the result that the type of currency in which the Credit Event was made (the “Original Currency”) no longer exists or the Co-Borrowers are not able to make payment received by to the Administrative Agent for the account of the BanksBanks in such Original Currency, then all payments to be made by the Co-Borrowers hereunder in such currency shall instead be made when due in Dollars in an amount equal to the Dollar Amount (as of the date of repayment) of such payment due, it being the intention of the parties hereto that the Co-Borrowers take all risks of the imposition of any such currency control or exchange regulations.
(b) Whenever If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal ofand unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties.
(c) If any Bank shall, by exercising any right of setoff or interest oncounterclaim or otherwise, the Base Rate Loans, Money Market Loans or obtain payment in respect of fees hereunder shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of or interest onon any of its Revolving Loans or participations in LC Disbursements or Swingline Loans resulting in such Bank receiving payment of a greater proportion FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, Page 45 3ACTIVE 221393034 of the aggregate amount of its Revolving Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other Bank, then the Bank receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans and participations in LC Disbursements and Swingline Loans of other Banks to the extent necessary so that the benefit of all such payments shall be shared by the Banks ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by a Co-Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Bank as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than to any Co-Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each of the Co-Borrowers consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Bank acquiring a participation pursuant to the foregoing arrangements may exercise against such Co-Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Bank were a direct creditor of such Co-Borrower in the amount of such participation.
(d) Unless the Administrative Agent shall have received, prior to any date on which any payment is due to the Administrative Agent for the account of the Banks or the Issuing Banks pursuant to the terms hereof or any other Loan Document (including any date that is fixed for prepayment by notice from any Co-Borrower to the Administrative Agent pursuant to Section 2.12(b)), notice from Carlisle or any Co-Borrower that the Co-Borrowers will not make such payment or prepayment, the EuroAdministrative Agent may assume that a Co-Dollar Loans Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Banks or the Foreign Currency Loans shall be due on a day which is not a Euro-Dollar Business Day or Foreign Currency Business DayIssuing Banks, as the case may be, the date for payment thereof shall be extended to amount due. In such event, if no Co-Borrower has in fact made such payment, then each of the next succeeding Euro-Dollar Business Day Banks or Foreign Currency Business Daythe Issuing Banks, as the case may be, unless severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Euro-Dollar Business Day Bank or Foreign Currency Business DayIssuing Bank with interest thereon, as the case may be, falls in another calendar month, in which case for each day from and including the date for such amount is distributed to it to but excluding the date of payment thereof shall be to the next preceding Euro-Dollar Business Day or Foreign Currency Business DayAdministrative Agent, as at the case may be.
(c) All payments greater of principal the NYFRB Rate and interest with respect to Foreign Currency Loans shall be made in the Foreign Currency in which the related Foreign Currency Loan was made.
(d) All payments of principal, interest and fees and all other amounts to be made a rate determined by the Borrower pursuant to this Agreement Administrative Agent in accordance with respect to any Loan or fee relating thereto shall be paid banking industry rules on interbank compensation (including without deduction for, and free from, any tax, imposts, levies, duties, deductions, or withholdings of any nature now or at anytime hereafter imposed by any governmental authority or by any taxing authority thereof or therein excluding limitation the Overnight Available Currency Rate in the case of each Bank, taxes imposed on or measured by its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Bank is organized or any political subdivision thereof and, Loans denominated in the case of each Bank, taxes imposed on its net income, and franchise taxes imposed on it, by the jurisdiction of such Bank's applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, imposts, levies, duties, deductions or withholdings of any nature being "Taxes"an Available Currency). In the event that the Borrower is required by applicable law to make any such withholding or deduction of Taxes with respect to any Loan or fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Bank additional amounts as may be necessary in order that the amount received by such Bank after the required withholding or other payment shall equal the amount such Bank would have received had no such withholding or other payment been made.
Appears in 1 contract
General Provisions as to Payments. (a) The Borrower shall make each payment of principal of, and interest on, the Loans and of all fees hereunder, without any setoff, counterclaim or any deduction whatsoever, not later than 11:00 A.M. 12 P.M. (Atlanta, Georgia timeEastern Standard Time) on the date when due, in Federal or other funds (subject to paragraph (c) below, with respect to Foreign Currency Loans) immediately available in Atlanta, Georgiaat the place where payment is due, to the Administrative Agent at its address referred to in Section 9.01. The Administrative offices at 100 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, or such other location as the Agent will promptly distribute to Wachovia each such payment received on account of the Swing Loans and to each Bank its ratable share of each such payment received by the Administrative Agent for the account of the Banksmay direct.
(b) Whenever any payment of principal of, or interest on, the Base Rate Loans, Money Market Revolving Loans or of fees hereunder (or any other amount to be paid by the Borrower pursuant to this Agreement or any other Loan Document) shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever , provided that if any payment of principal of or interest on, the Euro-Dollar Loans or the Foreign Currency Loans on any Libor Loan shall be due on a day which is not a Euro-Dollar Business Day or Foreign Currency Business Day, as in the case may be, the date for payment thereof shall be extended to the next succeeding Euro-Dollar event such Business Day or Foreign Currency Business Day, as the case may be, unless such Euro-Dollar Business Day or Foreign Currency Business Day, as the case may be, falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day or Foreign Currency Business Day. If the date for any payment of principal is extended by operation of law or otherwise, as the case may beinterest thereon shall be payable for such extended time.
(c) All payments of principal and interest with respect to Foreign Currency Loans shall be made in the Foreign Currency in which the related Foreign Currency Loan was made.
(d) All payments of principal, interest and fees and all other amounts to be made paid by the Borrower pursuant to this Agreement with respect to or any other Loan or fee relating thereto Document shall be paid without deduction for, and free from, any tax, imposts, levies, duties, deductions, or withholdings of any nature now or at anytime any time hereafter imposed by any governmental authority or by any taxing authority thereof or therein excluding in the case of each BankLender, taxes imposed on or measured by its net income, and franchise taxes imposed on it, it by the jurisdiction under the laws of which such Bank Lender (as the case may be) is organized or any political subdivision thereof and, in the case of each BankLender, taxes imposed on its net income, and franchise taxes imposed on it, it by the jurisdiction of such BankLender's applicable Lending Office office or any political subdivision thereof (all such non-excluded taxes, imposts, levies, duties, deductions or withholdings of any nature being "Taxes"). In the event that the Borrower is required by applicable law to make any such withholding or deduction of Taxes with respect to any Loan or fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Bank Lender in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Bank Lender additional amounts as may be necessary in order that the amount received by such Bank Lender after the required withholding or other payment shall equal the amount such Bank Lender would have received had no such withholding or other payment been made. Each Lender which is not organized under the laws of the United States of America or any state thereof agrees to file all appropriate forms and take other appropriate action to obtain a certificate or other appropriate document from the appropriate governmental authority in the jurisdiction imposing the relevant Taxes, establishing that it is entitled to receive payments of principal and interest under this Agreement and the other Loan Documents without deduction and free from withholding of any Taxes imposed by such jurisdiction; provided that if it is unable, for any reason, to establish such exemption, or to file such forms and, in any event, during such period of time as such request for exemption is pending, the Borrower shall nonetheless remain obligated under the terms of the immediately preceding paragraph. In the event any Lender receives a refund of any Taxes paid by the Borrower pursuant to this Section 2.11(c), it will pay to the Borrower the amount of such refund promptly upon receipt thereof; provided that if at any time thereafter it is required to return such refund, the Borrower shall promptly repay to such Lender the amount of such refund. Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower and the Lenders contained in this Section 2.11(c) shall be applicable with respect to any Participant, Assignee or other Transferee, subject to the provisions of Section 9.08(e), and any calculations required by such provisions (i) shall be made based upon the circumstances of such Participant, Assignee or other Transferee, and (ii) constitute a continuing agreement and shall survive the termination of this Agreement and the payment in full or cancellation of the Notes.
Appears in 1 contract
Samples: Credit Agreement (Starrett L S Co)
General Provisions as to Payments. (a) The Borrower shall make each payment of principal of, and interest on, the Loans and of fees hereunder, without any setoff, counterclaim or any deduction whatsoeverLoans, not later than 11:00 A.M. (Atlanta, Georgia time) on the date when due, in Federal or other funds (subject to paragraph (c) below, below with respect to Foreign Currency Loans) immediately available in Atlanta, Georgiaat the place where payment is due, to the Administrative Agent at its address referred to in Section 9.01. The Administrative Agent will promptly distribute to Wachovia each such payment received set forth on account of the Swing Loans and to each Bank its ratable share of each such payment received by the Administrative Agent for the account of the Bankssignature pages hereof.
(b) Whenever any payment of principal of, or interest on, the Base Rate Loans, Money Market Loans or of fees hereunder shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of or interest on, the Euro-Dollar Loans or the Foreign Currency Fixed Rate Loans shall be due on a day which is not a Euro-Dollar Business Day or Foreign Currency Fixed Rate Business Day, as the case may be, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Fixed Rate Business Day or Foreign Currency Business Day, as the case may be, unless such Euro-Dollar Fixed Rate Business Day or Foreign Currency Business Day, as the case may be, falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day or Foreign Currency Fixed Rate Business Day, as the case may be.
(c) All payments of principal and interest with respect to Foreign Currency Loans shall be made in the Foreign Currency in which the related borrowed; provided, however, with respect to any Borrowing of any Foreign Currency Loan was madewhich during the Interest Period therefor has been replaced entirely by the Euro, such Foreign Currency Borrowing may be repaid in Euros.
(d) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to any Loan or fee relating thereto shall be paid without deduction for, and free from, any tax, imposts, levies, duties, deductions, or withholdings of any nature now or at anytime hereafter imposed by any governmental authority or by any taxing authority thereof or therein excluding in excluding, with respect to the case Agent, any Bank or any other recipient of each Bank, any payment to be made by or on account of any obligation of the Borrower hereunder (i) taxes imposed on or measured by its net income, franchise taxes and franchise branch profits taxes imposed on it, in each case, by the jurisdiction under the laws of which such Bank recipient is organized or any political subdivision thereof and, in the case of each any Bank, taxes imposed on its net income, such Bank (or Transferee) as a result of any present or former connection between such Bank (or Transferee) and franchise taxes imposed on it, by the jurisdiction of the governmental authority or taxing authority imposing such Bank's applicable Lending Office tax or any political subdivision thereof or therein (other than solely as a result of entering into this Agreement, performing any obligations hereunder, receiving any payments hereunder or enforcing any rights hereunder) and (ii) any taxes that are attributable to the failure of any Non-U.S. Lender) to comply with this Section 2.11(d) (all such non-excluded taxes, imposts, levies, duties, deductions or withholdings of any nature being "Taxes"). In the event that the Borrower is required by applicable law to make any such withholding or deduction of Taxes with respect to any Loan or fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any the Agent or such Bank (or Transferee), as the case may be, in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to the Agent or such Bank (or Transferee) additional amounts ("Additional Amounts") as may be necessary in order that the amount received by the Agent or such Bank (or Transferee) after the required withholding or other payment shall equal the amount the Agent or such Bank (or Transferee) would have received had no such withholding or other payment been made. In the event a Bank (or Transferee) receives a refund of any (i) Taxes paid by the Borrower, or as to which tax the Borrower has paid Additional Amounts, pursuant to this Section 2.11(d) or Other Taxes, it will pay to the Borrower the amount of such refund promptly upon receipt thereof; provided that if at any time thereafter such Bank (or Transferee) is required to return such refund, the Borrower shall promptly repay to such Bank (or Transferee) the amount of such refund.
(e) If a Bank (or Transferee) is not a United States person as defined in Section 7701(a) (30) of the Code (a "Non- U.S. Lender"), and such Bank (or Transferee) is entitled to an exemption from, or reduction of, withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement, such Bank (or Transferee) shall deliver to the Borrower, at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower as will permit such payments to be made without withholding or at a reduced rate. The Borrower shall not be required to pay any Additional Amounts in respect of any withholding tax pursuant to Section 2.11(d) to the extent that the obligation to withhold amounts with respect to such withholding tax (i) was in effect and would apply to amounts payable to a Non-U.S. Lender (A) on the date such Non-U.S. Lender became a party to this Agreement, or, (B) if a Bank (or Transferee) changes its applicable lending office by designating a different lending office, on the date such Bank (or Transferee) designates such different lending office or (ii) the obligation to pay such Additional Amounts would not have arisen but for a failure by a Non-U.S. Lender to comply with the provisions of this Section 2.11(e).
(f) If a Bank (or any Transferee) claims Additional Amounts pursuant to Section 2.11(d), it shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document reasonably requested by the Borrower or to change the jurisdiction of its applicable lending office or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates if the making of such filing, change or assignment would avoid the need for, or reduce the amount of, such Additional Amounts that may thereafter accrue and would not, in the sole determination of such Bank (or Transferee) be otherwise disadvantageous to such Bank (or Transferee).
(g) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower and the Banks contained in Section 2.11(c) through (f), inclusive, shall be applicable with respect to any Transferee, and any calculations required by such provisions (i) shall be made based upon the circumstances of such Transferee, and (ii) constitute a continuing agreement and shall survive the termination of this Agreement and the payment in full or cancellation of the Notes.
Appears in 1 contract
General Provisions as to Payments. (a) The Borrower shall make each payment of principal of, and interest on, the Loans and of commitment fees hereunder, without any setoff, counterclaim or any deduction whatsoever, not later than 11:00 A.M. (AtlantaCharlotte, Georgia North Carolina time) on the date when due, in Federal or other funds (subject to paragraph (c) below, with respect to Foreign Currency Loans) immediately available in AtlantaCharlotte, GeorgiaNorth Carolina, to the Administrative Agent at its address referred to in Section 9.01. The Administrative Agent will promptly distribute to Wachovia each such payment received on account of the Swing Loans and to each Bank its ratable share of each such payment received by the Administrative Agent for the account of the Banks.
(b) Whenever any payment of principal of, or interest on, the Base Rate Loans, Loans or the Money Market Loans or of fees hereunder shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of of, or interest on, the Euro-Dollar Loans or the Foreign Currency Loans shall be due on a day which is not a Euro-Dollar Business Day or Foreign Currency Business Day, as the case may be, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day or Foreign Currency Business Day, as the case may be, unless such Euro-Dollar Business Day or Foreign Currency Business Day, as the case may be, falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day Day. If the date for any payment of principal is extended by operation of law or Foreign Currency Business Dayotherwise, as the case may beinterest thereon shall be payable for such extended time.
(c) All payments of principal and interest with respect to Foreign Currency Loans shall be made in the Foreign Currency in which the related Foreign Currency Loan was made.
(d) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to any Loan or fee relating thereto shall be paid without deduction for, and free from, any tax, imposts, levies, duties, deductions, or withholdings of any nature now or at anytime hereafter imposed by any governmental authority or by any taxing authority thereof or therein excluding in the case of each Bank, taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Bank is organized or any political subdivision thereof and, in the case of each Bank, taxes imposed on its net income, and franchise taxes imposed on it, by the jurisdiction of such Bank's ’s applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, imposts, levies, duties, deductions or withholdings of any nature being "“Taxes"”). In the event that the Borrower is required by applicable law to make any such withholding or deduction of Taxes with respect to any Loan or fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Bank additional amounts as may be necessary in order that the amount received by such Bank after the required withholding or other payment shall equal the amount such Bank would have received had no such withholding or other payment been made. If no withholding or deduction of Taxes are payable in respect of any Loan or fee relating thereto, the Borrower shall furnish any Bank, at such Bank’s request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to such Bank, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower fails to provide such original or certified copy of a receipt evidencing payment of Taxes or certificate(s) or opinion of counsel of exemption, the Borrower hereby agrees to compensate such Bank for, and indemnify them with respect to, the tax consequences of the Borrower’s failure to provide evidence of tax payments or tax exemption. In the event any Bank receives a refund of any Taxes paid by the Borrower pursuant to this Section 2.12, it will pay to the Borrower the amount of such refund promptly upon receipt thereof; provided, however, if at any time thereafter it is required to return such refund, the Borrower shall promptly repay to it the amount of such refund. Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 2.12 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions (i) shall be made based upon the circumstances of such Participant, Assignee or other Transferee, and (ii) constitute a continuing agreement and shall survive the termination of this Agreement and the payment in full or cancellation of the Notes.
Appears in 1 contract
General Provisions as to Payments. (a) The Borrower shall make each payment of principal of, and interest on, the Loans and of the Bank's fees hereunder, without any setoff, counterclaim or any deduction whatsoever, not later than 11:00 A.M. 1:00 P.M. (Atlanta, Georgia prevailing Eastern time) on the date when due, in Federal federal or other funds (subject to paragraph (c) below, with respect to Foreign Currency Loans) immediately available in Atlanta, Georgiaat the place where payment is due, to the Administrative Agent Bank at its address referred to set forth in Section 9.01. The Administrative Agent will promptly distribute to Wachovia each such payment received on account of the Swing Loans and to each Bank its ratable share of each such payment received by Letter Agreement with the Administrative Agent for the account of the BanksBank.
(b) Whenever any payment of principal of, or interest on, the Base Rate Loans, Money Market Loans or of fees hereunder shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next immediately succeeding Domestic Business Day. Whenever any payment of principal of or interest on, the Euro-Dollar Loans or the Foreign Currency Offered Rate Loans shall be due on a day which is not a Euro-Dollar Business Day or Foreign Currency Business Day, as the case may be, the date for payment thereof shall be extended to the next immediately succeeding Euro-Dollar Business Day or Foreign Currency Business Day, as the case may be, unless such Euro-Dollar Business Day or Foreign Currency Business Day, as the case may be, falls in another calendar month, in which case the date for payment thereof shall be the next immediately preceding Euro-Dollar Business Day or Foreign Currency Business Day, as the case may be.
(c) All payments of principal and interest with respect to Foreign Currency Loans shall be made in the Foreign Currency in which the related Foreign Currency Loan was made.
(d) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to any Loan or fee relating thereto shall be paid without deduction for, and free from, any tax, imposts, levies, duties, deductions, or withholdings of any nature now or at anytime hereafter imposed by any governmental authority or by any taxing authority thereof or therein excluding in the case of each the Bank, taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such the Bank (as the case may be) is organized or any political subdivision thereof and, in the case of each the Bank, taxes imposed on its net income, and franchise taxes imposed on it, by the jurisdiction of such the Bank's applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, imposts, levies, duties, deductions or withholdings of any nature being "Taxes"). In the event that the Borrower is required by applicable law to make any such withholding or deduction of Taxes with respect to any Loan or fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any the Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such the Bank additional amounts as may be necessary in order that the amount received by such the Bank after the required withholding or other payment shall equal the amount such Bank would have received had no such withholding or other payment been made. If no withholding or deduction of Taxes are payable in respect to any Loan or fee relating thereto, the Borrower shall furnish any, at the Bank's request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to such, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower fails to provide such original or certified copy of a receipt evidencing payment of Taxes or certificate(s) or opinion of counsel of exemption, the Borrower hereby agrees to compensate the Bank for, and indemnify them with respect to, the tax consequences of the Borrower's failure to provide evidence of tax payments or tax exemption. The Bank agrees, if it is not organized under the laws of the United States or any state thereof agree, as soon as practicable after receipt by it of a request by the Borrower to do so, to file all appropriate forms and take other appropriate action to obtain a certificate or other appropriate document from the appropriate governmental authority in the jurisdiction imposing the relevant Taxes, establishing that it is entitled to receive payments of principal and interest under this Agreement and the Note without deduction and free from withholding of any Taxes imposed by such jurisdiction; provided that if it is unable, for any reason, to establish such exemption, or to file such forms and, in any event, during such period of time as such request for exemption is pending, the Borrower shall nonetheless remain obligated under the terms of the immediately preceding paragraph. In the event the Bank receives a refund of any Taxes paid by the Borrower pursuant to this Section 2.12(c), it will pay to the Borrower the amount of such refund promptly upon receipt thereof; provided that if at any time thereafter it is required to return such refund, the Borrower shall promptly repay to it the amount of such refund. Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower and the Bank contained in this Section 2.12(c) shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions (i) shall be made based upon the circumstances of such Participant, Assignee or other Transferee, and (ii) constitute a continuing agreement and shall survive the termination of this Agreement and the payment in full or cancellation of the Note.
Appears in 1 contract
Samples: Master Credit Agreement (Savannah Foods & Industries Inc)
General Provisions as to Payments. (a) The Borrower shall make each payment of principal of, and interest on, the Loans and of all fees hereunder, without any setoff, counterclaim or any deduction whatsoever, not later than 11:00 A.M. 12 P.M. (Atlanta, Georgia timeEastern Standard Time) on the date when due, in Federal or other funds (subject to paragraph (c) below, with respect to Foreign Currency Loans) immediately available in Atlanta, Georgiaat the place where payment is due, to the Administrative Agent at its address referred to in Section 9.01offices at 000 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, or such other location as the Agent may direct. The Administrative Borrower agrees that all payment hereunder may be directly debited from its Deposit Account Each payment may be automatically deducted by Agent will promptly distribute to Wachovia each from such payment received on account of the Swing Loans and to each Bank its ratable share of each such payment received accounts as may be maintained by the Administrative Agent for Borrower with the account of the BanksAgent.
(b) Whenever any payment of principal of, or interest on, the Base Rate Loans, Money Market Loans or of fees hereunder (or any other amount to be paid by the Borrower pursuant to this Agreement or any other Loan Document) shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever , provided that if any payment of principal of or interest on, the Euro-Dollar Loans or the Foreign Currency Loans on any Libor Loan shall be due on a day which is not a Euro-Dollar Business Day or Foreign Currency Business Day, as in the case may be, the date for payment thereof shall be extended to the next succeeding Euro-Dollar event such Business Day or Foreign Currency Business Day, as the case may be, unless such Euro-Dollar Business Day or Foreign Currency Business Day, as the case may be, falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day or Foreign Currency Business Day. If the date for any payment of principal is extended by operation of law or otherwise, as the case may beinterest thereon shall be payable for such extended time.
(c) All payments of principal and interest with respect to Foreign Currency Loans shall be made in the Foreign Currency in which the related Foreign Currency Loan was made.
(d) All payments of principal, interest and fees and all other amounts to be made paid by the Borrower pursuant to this Agreement with respect to or any other Loan or fee relating thereto Document shall be paid without deduction for, and free from, any tax, imposts, levies, duties, deductions, or withholdings of any nature now or at anytime any time hereafter imposed by any governmental authority or by any taxing authority thereof or therein excluding in the case of each BankLender, taxes imposed on or measured by its net income, and franchise taxes imposed on it, it by the jurisdiction under the laws of which such Bank Lender (as the case may be) is organized or any political subdivision thereof and, in the case of each BankLender, taxes imposed on its net income, and franchise taxes imposed on it, it by the jurisdiction of such Bank's Lender’s applicable Lending Office office or any political subdivision thereof (all such non-excluded taxes, imposts, levies, duties, deductions or withholdings of any nature being "“Taxes"”). In the event that the Borrower is required by applicable law to make any such withholding or deduction of Taxes with respect to any Loan or fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Bank Lender in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Bank Lender additional amounts as may be necessary in order that the amount received by such Bank Lender after the required withholding or other payment shall equal the amount such Bank Lender would have received had no such withholding or other payment been made. Each Lender which is not organized under the laws of the United States of America or any state thereof agrees to file all appropriate forms and take other appropriate action to obtain a certificate or other appropriate document from the appropriate governmental authority in the jurisdiction imposing the relevant Taxes, establishing that it is entitled to receive payments of principal and interest under this Agreement and the other Loan Documents without deduction and free from withholding of any Taxes imposed by such jurisdiction; provided that if it is unable, for any reason, to establish such exemption, or to file such forms and, in any event, during such period of time as such request for exemption is pending, the Borrower shall nonetheless remain obligated under the terms of the immediately preceding paragraph. In the event any Lender receives a refund of any Taxes paid by the Borrower pursuant to this Section 2.11(c), it will pay to the Borrower the amount of such refund promptly upon receipt thereof; provided that if at any time thereafter it is required to return such refund, the Borrower shall promptly repay to such Lender the amount of such refund. Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower and the Lenders contained in this Section 2.11(c) shall be applicable with respect to any Participant, Assignee or other Transferee, subject to the provisions of Section 9.08(e), and any calculations required by such provisions (i) shall be made based upon the circumstances of such Participant, Assignee or other Transferee, and (ii) constitute a continuing agreement and shall survive the termination of this Agreement and the payment in full or cancellation of the Notes.
Appears in 1 contract
Samples: Credit Agreement (Starrett L S Co)
General Provisions as to Payments. (a) The Borrower shall make each payment of principal of, and interest on, the Loans and of fees hereunder, without any setoff, counterclaim or any deduction whatsoever, not later than 11:00 A.M. 12:00 Noon (Atlanta, Georgia New York time) on the date when due, in Federal or other funds (subject to paragraph (c) below, with respect to Foreign Currency Loans) immediately available in AtlantaNew York, GeorgiaN.Y., to the Administrative Agent at its address referred to in Section 9.01. The Administrative Agent will promptly distribute to Wachovia each such payment received on account of the Swing Loans and to each Bank its ratable share of each such payment received by the Administrative Agent for the account of the Banks.
(b) Lender most recently designated by it for such purpose by notice to the Borrower. Whenever any payment of principal of, or interest on, the Base Rate Loans, Money Market Loans or of fees hereunder or other amounts shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of or interest on, the Euro-Dollar Loans or the Foreign Currency Loans shall be due on a day which is not a Euro-Dollar Business Day or Foreign Currency Business Day, as the case may be, the date for payment thereof shall be extended to the next succeeding Euro-Dollar unless such Business Day or Foreign Currency Business Day, as the case may be, unless such Euro-Dollar Business Day or Foreign Currency Business Day, as the case may be, falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day or Foreign Currency Business Day. If the date for any payment of principal is extended, as by operation of law or otherwise, interest thereon shall be payable for such extended time.
(b) The Borrower shall make all payments of principal, interest, fees and any other amount due to the case may beLender under this Agreement in Dollars in immediately available funds on the date such amounts are due.
(c) All payments The tender or payment of principal and interest with respect any amount payable under this Agreement (whether or not by recovery under a judgment) in any currency other than Dollars shall not novate, discharge or satisfy the obligation of the Borrower to Foreign Currency Loans shall be made pay in Dollars all amounts payable under this Agreement except to the Foreign Currency extent the Lender actually receives Dollars in which the related Foreign Currency Loan was madeits account in Darmstadt, Germany.
(d) All payments If a currency other than Dollars is tendered or paid (or recovered under any judgment) and the amount the Lender receives in Darmstadt, Germany, acting in a commercially reasonable manner in purchasing Dollars with the amount of principalthe other currency actually received at a rate of exchange that includes any premiums and costs of exchange payable in connection with such purchase, interest and fees and all other amounts falls short of the full amount of Dollars owed to be made by the Borrower pursuant to this Agreement with respect to any Loan or fee relating thereto shall be paid without deduction forLender, and free from, any tax, imposts, levies, duties, deductions, or withholdings of any nature now or at anytime hereafter imposed by any governmental authority or by any taxing authority thereof or therein excluding in the case of each Bank, taxes imposed on or measured by its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Bank is organized or any political subdivision thereof and, in the case of each Bank, taxes imposed on its net income, and franchise taxes imposed on it, by the jurisdiction of such Bank's applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, imposts, levies, duties, deductions or withholdings of any nature being "Taxes"). In the event that the Borrower is required by applicable law to make any such withholding or deduction of Taxes with respect to any Loan or fee or other amount, then the Borrower shall pay such deduction continue to owe the Lender the amount of shortfall (regardless of any judgment for any other amounts due under this Agreement). To the extent permitted by applicable law, this indemnity constitutes a separate and independent obligation from the other obligations in this Agreement, will be enforceable as a separate and independent cause of action, will apply notwithstanding any indulgence granted by the Lender and will not be affected by judgment being obtained or withholding to the applicable taxing authority, shall promptly furnish to claim or proof being made for any Bank other sums payable in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Bank additional amounts as may be necessary in order that the amount received by such Bank after the required withholding or other payment shall equal the amount such Bank would have received had no such withholding or other payment been madethis Agreement.
Appears in 1 contract
Samples: Facility Agreement (Dey Inc)
