General Provisions as to Payments. (a) The Borrower shall make each payment of principal of, and interest on, the Loan and of Fees hereunder, not later than 11:00 A.M. (Atlanta, Georgia time) on the date when due, in federal or other funds immediately available in Atlanta, Georgia, to the Administrative Agent at its address referred to in SECTION 10.01. All payments received by the Administrative Agent after 11:00 A.M. (Atlanta, Georgia time) on any Business Day shall be deemed to be received on the following Business Day. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share of each such payment received by the Administrative Agent for the account of the Lenders. (b) Whenever any payment of principal of, or interest on, the Loan 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. (c) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to the Loan or any 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 Lender, taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender is organized or any political subdivision thereof and, in the case of each Lender, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such Lender'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 the Loan or any Fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Lender in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Lender additional amounts as may be necessary in order that the amount received by such Lender after the required withholding or other payment shall equal the amount such Lender would have received had no such withholding or other payment been made. If no withholding or deduction of Taxes are payable in respect to the Loan or any Fee relating thereto, the Borrower shall furnish any Lender, at such Lender's request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to such Lender, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower fail 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 Lender for, and indemnify it with respect to, the tax consequences of the Borrower's failure to provide evidence of tax payments or tax exemption. Before making any claim pursuant to this SECTION, such Lender shall designate a different Lending Office if such designation will avoid
Appears in 1 contract
Samples: Credit and Security Agreement (Thomaston Mills Inc)
General Provisions as to Payments. (a) The Borrower Borrowers shall make each payment of principal of, and interest on, the Loan Loans and of Fees 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 immediately available in Atlanta, Georgia, to the Administrative Agent at its address referred to in SECTION 10.01. All payments received by the Administrative Agent after 11:00 A.M. (Atlanta, Georgia time) on any Business Day shall be deemed to be received on the following Business Day. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share ratable share of each such payment received by the Administrative Agent for the account of the Lenders.
(b) Whenever any payment of principal of, or interest on, the Loan Base Rate Loans or Term Loans or of Fees 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 shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day. Notwithstanding the foregoing, all interest and principal on account of all Revolving Loans shall be due and payable on the Revolving Loan Termination Date, and all interest and principal on account of the Term Loans shall be due and payable on the Term Loan Maturity Date.
(c) All payments of principal, interest and fees and all other amounts to be made by the Borrower Borrowers with respect to the Obligations or otherwise (including, without limitation, with respect to the Letter of Credit Obligations) pursuant to this Agreement with respect to the Loan or any 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 Lender, taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender is organized or any political subdivision thereof and, in the case of each Lender, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such Lender'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 Borrowers are required by applicable law to make any such withholding or deduction of Taxes with respect to any of the Loan or any Fee or other amountObligations, the Borrower Borrowers shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Lender in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Lender additional amounts as may be necessary in order that the amount received by such Lender after the required withholding or other payment shall equal the amount such Lender would have received had no such withholding or other payment been made. If no withholding or deduction of Taxes are payable in respect to the Loan or any Fee relating thereto, the Borrower shall furnish any Lender, at such Lender's request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to such Lender, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower fail 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 Lender for, and indemnify it with respect to, the tax consequences of the Borrower's failure to provide evidence of tax payments or tax exemption. Before making any claim pursuant to this SECTION, such Lender shall designate a different Lending Office if such designation will avoiddocuments
Appears in 1 contract
Samples: Credit Agreement (Crown Crafts Inc)
General Provisions as to Payments. (a) The Borrower shall make each payment of principal of, and interest on, the Loan Syndicated Loans, Money Market Loans and Swing Loans and of Fees fees hereunder, not later than 11:00 A.M. noon (Atlanta, Georgia time) on the date when due, in federal Federal or other funds immediately available in Atlanta, Georgia, to the Administrative Agent at its address referred to in SECTION 10.01. All payments received by the Administrative Agent after 11:00 A.M. (Atlanta, Georgia time) on any Business Day shall be deemed to be received on the following Business DaySection 9.01. The Administrative Agent will promptly distribute to each Lender Bank its Pro Rata Share ratable share of each such payment received by the Administrative Agent for the account of the LendersBanks, and to Wachovia such payment received by the Administrative Agent on account of the Swing Loans.
(b) Whenever any payment of principal of, or interest on, the Loan Base Rate Loans, Transaction Rate Loans or the Money Market Loans or of Fees 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 shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be 41 50 extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day.
(c) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to the any Loan or any Fee fee relating thereto shall be paid without deduction for, and free from, any taxtaxes, 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 therein, excluding in the case of each LenderBank, (1) any taxes imposed by the United States or any political subdivision thereof on the effectively connected net income of any Bank or any Bank's Lending Office or any franchise taxes imposed by such jurisdiction, (2) taxes imposed on the net income of, or measured by its net income, and franchise taxes imposed on itupon, any Bank by the jurisdiction under the laws of which such Lender Bank is organized or by any political subdivision thereof andthereof, in the case of each Lender, (3) taxes imposed on its incomethe net income of such Bank's Lending Office, and franchise taxes imposed on it, by the jurisdiction of such LenderBank's applicable Lending Office Office, or any political subdivision thereof, (4) any taxes imposed on any Bank by Section 884(a) of the Internal Revenue Code of 1986, as amended (and any successor statute to Section 884(a)), and (5) any United States withholding tax payable with respect to any payments to such Bank under the laws (including, without limitation, any treaty, ruling, judicial or administrative determination or regulation) in effect on the "Initial Date" (as hereinafter defined) or as a result of the Bank having voluntarily changed the jurisdiction of its Lending Office from a jurisdiction in which payments made to such Bank are exempt from United States withholding tax to a jurisdiction in which such payments are not so exempt, but not excluding any United States withholding tax payable or increased as a result of any change in any law, treaty, ruling, judicial or administrative determination or regulation, or interpretation thereof occurring after the Initial Date (all such non-excluded taxes, levies, imposts, leviesdeductions, duties, deductions or and withholdings of any nature being hereinafter referred to as "Taxes"). For purposes hereof, the term "Initial Date" shall mean, in the case of each Bank party hereto on the date hereof, the Closing Date, and in the case of each other Bank, the effective date of the Assignment and Acceptance pursuant to which it became a Bank hereunder. In the event that the Borrower is required by applicable law to make any such withholding or deduction of Taxes with respect to the Loan or any Fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Lender in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Lender additional amounts as may be necessary in order that the amount received by such Lender after the required withholding or other payment shall equal the amount such Lender would have received had no such withholding or other payment been made. If no withholding or deduction of Taxes are payable in respect to the Loan or any Fee relating thereto, the Borrower shall furnish any Lender, at such Lender's request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to such Lender, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower fail 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 Lender for, and indemnify it with respect to, the tax consequences of the Borrower's failure to provide evidence of tax payments or tax exemption. Before making any claim pursuant to this SECTION, such Lender shall designate a different Lending Office if such designation will avoid
Appears in 1 contract
General Provisions as to Payments. (a) The Borrower shall make each payment of principal of, and interest on, the Loan Loans and of Fees fees hereunder, not later than 11:00 A.M. (Atlanta, Georgia time) on the date when due, in federal Federal or other funds immediately available in Atlanta, Georgia, to the Administrative Agent at its address referred to in SECTION Section 10.01. All payments received by the Administrative Agent after 11:00 A.M. (Atlanta, Georgia time) on any Business Day shall be deemed to be received on the following Business Day. The Administrative Agent will promptly distribute to each Lender Bank its Pro Rata Share ratable share of each such payment received by the Administrative Agent for the account of the LendersBanks.
(b) Whenever any payment of principal of, or interest on, the Loan Base Rate Loans or of Fees 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 shall be due on a day which is not a Euro- Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day.
(c) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to the any Loan or any Fee fee relating thereto shall be paid without set-off, counterclaim, or deduction, including but not limited to any deduction for, and for,(and shall be 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 LenderBank, taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender Bank is organized or any political subdivision thereof and, in the case of each LenderBank, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such LenderBank'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 the any Loan or any Fee fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Lender Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Lender Bank additional amounts as may be necessary in order that the amount received by such Lender Bank after the required withholding or other payment shall equal the amount such Lender 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 the any Loan or any Fee fee relating thereto, the Borrower shall furnish any LenderBank, at such LenderBank's request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to such LenderBank, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower fail fails to provide such original or certified copy of a receipt evidencing payment of Taxes or such certificate(s) or opinion of counsel of exemptioncounsel, the Borrower hereby agrees to compensate such Lender Bank for, and indemnify it them with respect to, the tax consequences of the Borrower's failure to provide evidence of tax payments or tax exemption. Before making Each Bank which is not organized under the laws of the United States or any claim state thereof agrees, 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 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 SECTIONSection 2.11(c), it will pay to the Borrower the amount of such Lender refund promptly upon receipt thereof; provided that if at any -------- time thereafter it is required to return such refund, the Borrower shall designate 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 2.11(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 different Lending Office if such designation will avoidcontinuing 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 Borrowers shall make each payment of principal of, and interest on, the Loan Loans and of Fees fees hereunder, not later than 11:00 A.M. (Atlanta, Georgia time) on the date when due, in federal Federal or other funds immediately available in Atlanta, Georgia, to the Administrative Agent at its address referred to in SECTION 10.01. All payments received by the Administrative Agent after 11:00 A.M. (Atlanta, Georgia time) on any Business Day shall be deemed to be received on the following Business DaySection 9.01. The Administrative Agent will promptly distribute to each Lender Bank its Pro Rata Share ratable share of each such payment received by the Administrative Agent for the account of the LendersBanks.
(b) Whenever any payment of principal of, or interest on, the Loan Base Rate Loans or Money Market Loans which are made in Dollars or of Fees 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 shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day, unless such Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day.
(c) All payments of principal, interest and fees and all other amounts to be made by the a Borrower pursuant to this Agreement with respect to the any Loan or any Fee 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 LenderBank, taxes imposed on or measured by its net income, and franchise or branch profit taxes imposed on it, by the jurisdiction under the laws of which such Lender Bank is organized or any political subdivision thereof and, in the case of each LenderBank, taxes imposed on its income, and franchise and branch profit taxes imposed on it, by the jurisdiction of such LenderBank'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 any Borrower is required by applicable law to make any such withholding or deduction of Taxes with respect to the any Loan or any Fee fee or other amount, the such Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Lender Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Lender Bank additional amounts as may be necessary in order that the amount received by such Lender Bank after the required withholding or other payment shall equal the amount such Lender Bank would have received had no such withholding or other payment been made. If Each Bank that is organized under the laws of a jurisdiction other than the United States of America or any state thereof or the District of Columbia (each a "Foreign Bank") agrees to furnish to the Borrowers and the Administrative Agent, prior to time it becomes a Bank hereunder, two (2) copies of either U.S. Internal Revenue Service Form 4224 or U. S. Internal Revenue Service Form 1001 or any successor forms thereto (wherein such Foreign Bank claims entitlement to complete exemption from or a reduced rate of U.S. federal withholding tax on interest paid by the Borrowers hereunder) and to provide to the Borrowers and the Administrative Agent a new Form 4224 or Form 1001 or any successor forms thereto if any previously delivered form is found to be incomplete or incorrect in any material respect or upon the obsolescence of any previously delivered form; provided, however, that no Foreign Bank shall be required to furnish any such form under this paragraph if it is not entitled to claim an exemption from or reduced rate of withholding under applicable law. Any Foreign Bank that is not entitled to claim an exemption from or deduction a reduced rate of Taxes are payable withholding under applicable law, promptly upon written request of the Borrowers, shall so inform the Borrowers and the Administrative Agent in writing. No Borrower shall be required to pay any amounts pursuant to this Section 2.12(c) to any Foreign Bank for the account of such Foreign Bank or any Lending Office of such Foreign Bank in respect of any United States withholding taxes payable hereunder (and each Borrower, if required by law to do so, shall be entitled to withhold such amounts and to pay such amounts to the Loan United States Internal Revenue Service) if the obligation to pay such additional amounts would not have arisen but for the failure by such Foreign Bank to comply with its 29 36 obligations under the immediately preceding paragraph of this Section, and such Foreign Bank shall not be entitled to exemption from deduction or withholding of United States federal income tax in respect of the payment of any such sum by any Borrower hereunder for, in each case, any reason other than a change in the United States law or regulations or any Fee relating theretoapplicable tax treaty or regulations or in the official interpretation of any such law, treaty or regulations by any governmental authority charged with the Borrower shall furnish any Lender, at such Lender's request, a certificate from each applicable taxing authority interpretation or an opinion of counsel acceptable to such Lender, in either case stating that such payments are exempt from administration thereof (whether or not subject to withholding or deduction having the force of Taxeslaw) after the date such Foreign Bank becomes a Bank hereunder. If Within 60 days after receipt of the Borrower fail 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 Lender for, and indemnify it with respect to, the tax consequences written request of the Borrower's failure , each Bank shall execute and deliver such certificates, forms or other documents, which in each such case can be reasonably furnished by such Bank consistent with the facts and which are reasonably necessary to provide evidence assist any Borrower in applying for refunds of tax payments or tax exemptionTaxes remitted by such Borrower hereunder. Before making Each Bank shall also use reasonable efforts to avoid and minimize any claim amounts which might otherwise be payable by any Borrower pursuant to this SECTIONSection 2.12(c), except to the extent that any Bank determines that such Lender efforts would be disadvantageous to such Bank, as determined by such Bank and which determination, if made in good faith, shall designate a different Lending Office if such designation will avoidbe binding and conclusive on all parties hereto.
Appears in 1 contract
General Provisions as to Payments. (a) The Borrower Borrowers shall make each payment of principal of, and interest on, the Loan Loans and of Fees facility fees hereunder, not later than 11:00 A.M. (Atlanta, Georgia time) on the date when due, in federal Federal or other funds (subject to paragraph (c) of this Section with respect to Foreign Currency Loans) immediately available in Atlanta, Georgia, to the Administrative Agent at its address referred to in SECTION 10.01. All payments received by the Administrative Agent after 11:00 A.M. (Atlanta, Georgia time) on any Business Day shall be deemed to be received on the following Business DaySection 9.01. The Administrative Agent will promptly distribute to each Lender Bank its Pro Rata Share ratable share of each such payment received by the Administrative Agent for the account of the LendersBanks.
(b) Whenever any payment of principal of, or interest on, the Loan Domestic Loans or of Fees hereunder fees 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. If the date for any payment of principal is extended by operation of law or otherwise, interest 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 Borrowers pursuant to this Agreement with respect to the any Loan or any Fee 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 Lender, Bank (i) taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender Bank is organized or any political subdivision thereof and(including for the purpose of this clause (i) with respect to any Bank organized under the laws of one of the states of the United States, in the case of each Lender, United States federal income taxes) and (ii) taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such LenderBank'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 any Borrower is required by applicable law to make any such withholding or deduction of Taxes with respect to the any Loan or any Fee fee or other amount, the such Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Lender Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Lender Bank additional amounts as may be necessary in order that the amount received by such Lender Bank after the required withholding or other payment shall equal the amount such Lender 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 the of any Loan or any Fee fee relating thereto, the a Borrower shall furnish any Lenderfurnish, at such LenderBank's reasonable request, a certificate from each applicable taxing authority or an opinion of counsel evidence reasonably acceptable to such LenderBank, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the a Borrower fail fails to provide such original or certified copy of a receipt evidencing payment of Taxes or certificate(s) or opinion of counsel of exemptionevidence, the such Borrower hereby agrees to compensate such Lender Bank for, and indemnify it them with respect to, the tax consequences of the such Borrower's failure to provide evidence of tax payments or tax exemption. Before making In the event any claim Bank receives a refund of any Taxes paid by a Borrower pursuant to this SECTIONSection 2.11, it will pay to such Borrower the amount of such refund promptly upon receipt thereof; provided, however, if at any time thereafter it is required to return such refund, such Lender Borrower shall designate promptly repay to it the amount of such refund.
(e) Each Bank which shall be a different foreign person (a person other than a United States person for United States Federal income tax purposes) hereby agrees that:
(i) it shall no later than the Closing Date (or, in the case of a Bank which shall become a party hereto pursuant to Section 9.07 after the Closing Date, the date upon which such Bank shall become a party hereto) deliver to Franklin Electric (with a copy to the Agent) (A) if any Lending Office is located in the United States, two (2) accurate and complete signed originals of Internal Revenue Service Form 4224 (or any successors thereto) ("Form 4224"), and/or (B) if any Lending Office is located outside the United States, two (2) accurate and complete signed originals of Internal Revenue Service Form 1001 (or any successor thereto) ("Form 1001"), in each case indicating that such Bank is on the date of delivery thereof entitled to receive payments of principal, interest and fees for the account of such Lending Office or Lending Offices under this Agreement free from withholding of United States Federal income tax, in the case of Form 1001, pursuant to a United States tax treaty currently in effect and for which notice of termination has not been given (and, if any political subdivision of the United States shall impose similar reporting requirements with respect to payments to such Bank under this Agreement and such Bank shall receive notice from Franklin Electric of the same, such Bank shall deliver any applicable forms to Franklin Electric with a copy to the Agent promptly after receipt of such notice);
(ii) if at any time such Bank shall change its Lending Office or Lending Offices or select an additional Lending Office as herein provided, it shall, at the same time or reasonably promptly thereafter, deliver to Franklin Electric (with a copy to the Agent) in replacement for, or in addition to, the forms previously delivered by it hereunder (A) if such designation changed or additional Lending Office is located in the United States, two (2) accurate and complete signed originals of Form 4224 or (B) otherwise, two (2) accurate and complete signed originals of Form 1001, in each case indicating that such Bank is on the date of delivery thereof entitled to receive payments of principal, interest and fees for the account of such changed or additional Lending Office under this Agreement free from withholding of United States Federal income tax;
(iii) it shall, before or promptly after the occurrence of any event (including the passing of time but excluding any event mentioned in (ii) above) requiring a change in the most recent Form 4224 or Form 1001 previously delivered by such Bank and if the delivery of the same be lawful, deliver to Franklin Electric (with a copy to the Agent) two (2) accurate and complete original signed copies of Form 4224 or Form 1001 in replacement for the forms previously delivered by such Bank;
(iv) if such Bank claims exemption from withholding tax under a United States tax treaty by providing a Form 1001 and such Bank sells or grants a participation of all or part of its rights under this Agreement, such Bank shall notify Franklin Electric and the Agent of the percentage amount in which it is no longer the beneficial owner under this Agreement. To the extent of this percentage amount, Franklin Electric shall treat such Bank's Form 1001 as no longer in compliance with this Section 2.11(e). In the event a Bank claiming exemption from United States withholding tax by filing Form 4224 with Franklin Electric, sells or grants a participation in its rights under this Agreement, such Bank agrees to undertake sole responsibility for complying with the withholding tax requirements imposed by Sections 1441 and 1442 of the Code;
(v) if the Internal Revenue Service or any authority of the United States of America or other jurisdiction successfully asserts a claim that the Agent or any Borrower did not properly withhold tax from amounts paid to or for the account of any Bank (because the appropriate form was not delivered, was not properly executed, or because such Bank failed to notify such Borrower or the Agent of a change in circumstances which rendered the exemption from withholding tax ineffective), such Bank shall indemnify the Agent and/or such Borrower, as applicable, fully for all amounts paid, directly or indirectly, by the Agent and/or such Borrower, as applicable, as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to the Agent and/or such Borrower, as applicable under this paragraph (e), together with all costs, expenses and attorneys' fees (including the reasonable allocated costs for in- house staff counsel); and
(vi) it shall, promptly upon the Agent's or Franklin Electric's reasonable request to that effect, deliver to Franklin Electric (with a copy to the Agent) such other forms or similar documentation as may be required from time to time by any applicable law, treaty, rule or regulation in order to establish such Bank's tax status for withholding purposes.
(f) The Borrowers will avoidnot be required to pay any additional amounts in respect of United States Federal income tax pursuant to Section 2.11(d) to any Bank for the account of any Lending Office of such Bank:
(i) if the obligation to pay such additional amounts would not have arisen but for a failure by such Bank to comply with its obligations under Section 2.11(e) in respect of such Lending Office;
(ii) if such Bank shall have delivered to the Borrower a Form 4224 in respect of such Lending Office pursuant to Section 2.11(e) and such Bank shall not at any time be entitled to exemption from deduction or withholding of United States Federal income tax in respect of payments by the Borrower hereunder for the account of such Lending Office for any reason other than a change in United States law or regulations or in the official interpretation of such law or regulations by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) after the date of delivery of such Form 4224; or
(iii) if such Bank shall have delivered to Franklin Electric a Form 1001 in respect of such Lending Office pursuant to Section 2.11(e) and such Bank shall not at any time be entitled to exemption from deduction or withholding of United States Federal income tax in respect of payments by any Borrower hereunder for account of such Lending Office for any reason other than a change in United States law or regulations or any applicable tax treaty or regulations or in the official interpretation of any such law, treaty or regulations by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) after the date of delivery of such Form 1001.
(g) If, at any time, Franklin Electric shall request any Bank to deliver any forms or other documentation pursuant to Section 2.11(e)(vi), then Franklin Electric shall, on demand of such Bank, reimburse such Bank for any reasonable costs or expenses incurred by such Bank in the preparation or delivery of such forms or other documentation.
(h) If any Borrower shall be required to pay additional amounts to any Bank pursuant to Section 2.11(d), then such Bank shall use its best efforts (consistent with legal and regulatory restrictions) to change the jurisdiction of its Lending Office so as to eliminate any such additional payment by the Borrower which may thereafter accrue if such change in the judgment of such Bank shall not otherwise be disadvantageous to such Bank.
(i) Without prejudice to the survival of any other agreement of the Borrowers hereunder, the agreements and obligations of the Borrowers contained in Section 2.11(d) 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 Loan Loans and of Fees fees hereunder, not later than 11:00 A.M. (Atlanta, Georgia 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, Georgia, to the Administrative Agent at its address referred to in SECTION 10.01. All payments received by the Administrative Agent after 11:00 A.M. (Atlanta, Georgia time) on any Business Day shall be deemed to be received on the following Business DaySection 9.01. The Administrative Agent will promptly distribute to Wachovia each Lender such payment received by the Agent on account of the Swing Loans, and to each Bank its Pro Rata Share ratable share of each such payment received by the Administrative Agent for the account of the LendersBanks.
(b) Whenever any payment of principal of, or interest on, the Loan Domestic Loans or of Fees 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.
(i) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to the any Loan or any Fee 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 Lender, taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender is organized or any political subdivision thereof and, in the case of each Lender, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such Lender'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 the Loan or any Fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Lender in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Lender additional amounts as may be necessary in order that the amount received by such Lender after the required withholding or other payment shall equal the amount such Lender would have received had no such withholding or other payment been made. If no withholding or deduction of Taxes are payable in respect to the Loan or any Fee relating thereto, the Borrower shall furnish any Lender, at such Lender's request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to such Lender, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower fail 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 Lender for, and indemnify it with respect to, the tax consequences of the Borrower's failure to provide evidence of tax payments or tax exemption. Before making any claim pursuant to this SECTION, such Lender shall designate a different Lending Office if such designation will avoidor
Appears in 1 contract
General Provisions as to Payments. (a) The Borrower shall make each payment of principal of, and interest on, the Loan Loans and of Fees 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 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 10.01. All payments received by the Administrative Agent after 11:00 A.M. (Atlanta, Georgia time) on any Business Day shall be deemed to be received on the following Business DaySection 9.01. The Administrative Agent will promptly distribute to Wachovia each Lender such payment received on account of the Swing Loans and to each Bank its Pro Rata Share ratable share of each such payment received by the Administrative Agent for the account of the LendersBanks.
(b) Whenever any payment of principal of, or interest on, the Loan Base Rate Loans or of Fees 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 the any Loan or any Fee 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 Authority or by any taxing authority thereof or therein excluding in the case of each LenderBank, taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender Bank is organized or any political subdivision thereof and, in the case of each LenderBank, taxes imposed on its net income, and franchise taxes imposed on it, by the jurisdiction of such LenderBank'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 the any Loan or any Fee fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Lender Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Lender Bank additional amounts as may be necessary in order that the amount received by such Lender Bank after the required withholding or other payment shall equal the amount such Lender Bank would have received had no such withholding or other payment been made. If no withholding or deduction Each Bank (x) as to Russell Corporation, which is not organized under the laws of Taxes are payable in respect to the Loan Unixxx Xxxtes or any Fee relating theretostate thereof and (y) as to Russell Europe Limited, which is organized under the laws of the Unitxx Xxxxes or any state thereof, agrees, 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 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 furnish nonetheless remain obligated under the terms of the immediately preceding paragraph. In the event any Lender, at such Lender's request, Bank receives a certificate from each applicable taxing authority or an opinion refund of counsel acceptable to such Lender, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If any Taxes paid by the Borrower fail pursuant to provide this Section 2.13(d), it will pay to the Borrower the amount of such original or certified copy of a refund promptly upon receipt evidencing payment of Taxes or certificate(s) or opinion of counsel of exemptionthereof; provided that if at any time thereafter it is required to return such refund, the Borrower hereby agrees shall promptly repay to compensate it the amount of such Lender forrefund. 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 2.13(d) shall be applicable with respect to any Participant, Assignee or other Transferee, and indemnify it with respect toany 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 tax consequences termination of this Agreement and the payment in full or cancellation of the Borrower's failure to provide evidence of tax payments or tax exemption. Before making any claim pursuant to this SECTION, such Lender shall designate a different Lending Office if such designation will avoidNotes.
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 Loan Loans and of Fees fees hereunder, not later than 11:00 A.M. (Atlanta, Georgia time) on the date when due, in federal Federal or other funds immediately available in Atlanta, Georgia, to the Administrative Agent at its address referred to in SECTION 10.01. All payments received by the Administrative Agent after 11:00 A.M. (Atlanta, Georgia time) on any Business Day shall be deemed to be received on the following Business DaySection 9.01. The Administrative Agent will promptly distribute to each Lender Bank its Pro Rata Share ratable share of each such payment received by the Administrative Agent for the account of the LendersBanks, and to Wachovia such payment received by the Agent on account of the Swing Loans.
(b) Whenever any payment of principal of, or interest on, the Loan Base Rate Loans or of Fees 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 shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day.
(c) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to the any Loan or any Fee 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 LenderBank, taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender Bank is organized or any political subdivision thereof and, in the case of each LenderBank, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such LenderBank'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 the any Loan or any Fee fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Lender Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Lender Bank additional amounts as may be necessary in order that the amount received by such Lender Bank after the required withholding or other payment shall equal the amount such Lender Bank would have received had no such withholding or other payment been made. If no withholding or deduction Each Bank which is not organized under the laws of Taxes are payable in respect to the Loan United States or any Fee relating theretostate thereof agrees, 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 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 furnish nonetheless remain obligated under the terms of the immediately preceding paragraph. In the event any Lender, at such Lender's request, Bank receives a certificate from each applicable taxing authority or an opinion refund of counsel acceptable to such Lender, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If any Taxes paid by the Borrower fail pursuant to provide this Section 2.11(c), it will pay to the Borrower the amount of such original or certified copy of a refund promptly upon receipt evidencing payment of Taxes or certificate(s) or opinion of counsel of exemptionthereof; PROVIDED that if at any time thereafter it is required to return such refund, the Borrower hereby agrees shall promptly repay to compensate it the amount of such Lender forrefund. 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 2.11(c) shall be applicable with respect to any Participant, Assignee or other Transferee, and indemnify it with respect toany 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 tax consequences termination of this Agreement and the payment in full or cancellation of the Borrower's failure to provide evidence of tax payments or tax exemption. Before making any claim pursuant to this SECTION, such Lender shall designate a different Lending Office if such designation will avoidNotes.
Appears in 1 contract
Samples: Credit Agreement (Amli Residential Properties Trust)
General Provisions as to Payments. (a) The Borrower shall make each payment of principal of, and interest on, the Loan Loans and of Fees fees hereunder, not later than 11:00 A.M. (Atlanta, Georgia time) on the date when due, in federal Federal or other funds immediately available in Atlanta, Georgia, to the Administrative Agent at its address referred to in SECTION 10.01. All payments received by the Administrative Agent after 11:00 A.M. (Atlanta, Georgia time) on any Business Day shall be deemed to be received on the following Business DaySection 9.01. The Administrative Agent will promptly distribute to each Lender Bank its Pro Rata Share ratable share of each such payment received by the Administrative Agent for the account of the LendersBanks.
(b) Whenever any payment of principal of, or interest on, the Loan Base Rate Loans or of Fees 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 shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day.
(c) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to the any Loan or any Fee 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 LenderBank, taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender Bank (as the case may be) is organized or any political subdivision thereof and, in the case of each LenderBank, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such LenderBank'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 the any Loan or any Fee fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Lender Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Lender Bank additional amounts as may be necessary in order that the amount received by such Lender Bank after the required withholding or other P(22) payment shall equal the amount such Lender 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 the any Loan or any Fee fee relating thereto, the Borrower shall furnish any LenderBank, at such LenderBank's reasonable request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to such LenderBank, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower fail 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 Lender Bank for, and indemnify it them with respect to, the tax consequences of the Borrower's failure to provide evidence of tax payments or tax exemption. Before making Each Bank which is not organized under the laws of the United States or any claim state thereof agrees, 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 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 SECTIONSection 2.12(c), it will pay to the Borrower the amount of such Lender refund promptly upon receipt thereof; provided that if at any time thereafter it is required to return such refund, the Borrower shall designate 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 different Lending Office if such designation will avoidcontinuing 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 (Trion Inc)
General Provisions as to Payments. (a) The Borrower shall make each payment of principal of, and interest on, the Loan Loans and of Fees fees hereunder, not later than 11:00 A.M. (Atlanta, Georgia time) on the date when due, in federal or other funds immediately available in Atlanta, Georgia, to the Administrative Agent at its address referred to in SECTION 10.01. All payments received by the Administrative Agent after 11:00 A.M. (Atlanta, Georgia time) on any Business Day shall be deemed to be received on the following Business Day. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share ratable share of each such payment received by the Administrative Agent for the account of the Lenders.
(b) Whenever any payment of principal of, or interest on, the Loan 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 or interest on, the Euro-Dollar Loans shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day.
(c) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to the any Loan or any Fee 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 Lender, taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender is organized or any political subdivision thereof and, in the case of each Lender, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such Lender'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 the any Loan or any Fee fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Lender in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Lender additional amounts as may be necessary in order that the amount received by such Lender after the required withholding or other payment shall equal the amount such Lender would have received had no such withholding or other payment been made. If no withholding or deduction of Taxes are payable in respect to the any Loan or any Fee fee relating thereto, the Borrower shall furnish any Lender, at such Lender's request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to such Lender, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower fail 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 Lender for, and indemnify it with respect to, the tax consequences of the Borrower's failure to provide evidence of tax payments or tax exemption. Before making any claim pursuant to this SECTION, such Lender shall designate a different Lending Office if such designation will avoidavoid the need for giving such notice and will not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. Each Lender which is not organized under the laws of the United States or any state thereof agrees, 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 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 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 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 Lenders contained in this SECTION 2.11(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.
(d) Unless and except to the extent otherwise expressly provided in this Agreement, all monies to be applied to the Obligations, whether such monies represent voluntary payments by the Borrower or are received pursuant to acceleration of the Loans or realized from any disposition of Collateral, shall be allocated among such of the Agents, the Issuers and the Lenders as are entitled thereto (and, with respect to monies allocated to the Lenders, on a pro rata basis based on the respective percentage which each Lender's portion of the particular Obligation(s) in question bears to the whole of such Obligations within each subclause, unless otherwise expressly provided herein) in the following order (in each case, until all Obligations within each category described below are fully paid): (i) first, to the Administrative Agent to pay principal and accrued interest on any portion of any Loans which the Administrative Agent may have advanced on behalf of any Lender and for which the Administrative Agent has not been reimbursed by such Lender or the Borrower; (ii) next, to the Agents and the Issuers first, and then to the Lenders, to pay the amount of any expenses that have not been reimbursed, respectively, to the Agents, the Issuers or the Lenders by the Borrower (or the other Lenders, as applicable) in accordance with the terms of this Agreement, together with any interest accrued thereon; (iii) next, to the Agents and the Issuers to pay any amounts owed under indemnification obligations that have not been paid to the Agents or the Issuers by the Lenders or the Borrower, together with interest accrued thereon; (iv) next, to the Agents and the Issuers to pay any Fees then due and payable to the Agents and the Issuers for their own accounts; (v) next, to the Lenders for any amounts owed under indemnification obligations that they have paid to the Agents or the Issuers and for any expenses that they have reimbursed to the Agents or the Issuers; (vi) next, to the payment of any ForEx Obligations then due and payable; (vii) next, to payment of any Letter of Credit Obligations then due and payable in respect of In-Line Standby Letters of Credit and Commercial Letters of Credit; (viii) next, if, but only if any Default or Event of Default exists, as cash Collateral (to be held by the Collateral Agent for the benefit of the respective Issuer) for any then outstanding Letter of Credit Obligations which are contingent, in respect of In-Line Standby Letters of Credit and Commercial Letters of Credit; (ix) next, to the Lenders in payment of accrued interest and Fees then due and payable in respect of the Loans and any other Obligations then outstanding; (x) next, to the payment of (A) principal of the Loans then outstanding, (B) any Letter of Credit Obligations then due and payable arising in respect of the Prudential Notes Standby Letter of Credit and the Pike Facility Bonds Standby Letter of Credit and, if any Default or Event of Default then exists, as cash Collateral for any Letter of Credit Obligations arising in respect of the Prudential Notes Standby Letter of Credit and the Pike Facility Bonds Standby Letter of Credit which are contingent; and (C) any Obligations then due and owing in respect of Interest Rate Protection Agreements having a stated maturity date of five (5) years or less from date of execution; (xi) lastly, to any other Obligations then due and payable. The allocations set forth in this SECTION 2.11(d) are solely to determine the rights and priorities of the Agents, the Issuers and the Lenders as among themselves and may be changed by the Agents, the Issuers and the Lenders without notice to or the consent or approval of the Borrower or any other Person.
Appears in 1 contract
Samples: Credit and Security Agreement (Thomaston Mills Inc)
General Provisions as to Payments. (a) The Borrower shall make each payment of principal of, and interest on, the Loan Loans and of Fees fees hereunder, not later than 11:00 A.M. (Atlanta, Georgia 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, Georgia, to the Administrative Agent at its address referred to in SECTION 10.01. All payments received by the Administrative Agent after 11:00 A.M. (Atlanta, Georgia time) on any Business Day shall be deemed to be received on the following Business DaySection 9.01. The Administrative Agent will promptly distribute to Wachovia each Lender such payment received by the Administrative Agent on account of the Swing Loans, and to each Bank its Pro Rata Share ratable share of each such payment received by the Administrative Agent for the account of the LendersBanks.
(b) Whenever any payment of principal of, or interest on, the Loan Domestic Loans or of Fees 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.
(i) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to the any Loan or any Fee 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 (except as permitted below) or therein excluding in the case of each LenderBank, taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender Bank is organized or any political subdivision thereof and, in the case of each LenderBank, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such LenderBank'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 the any Loan or any Fee fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Lender Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Lender Bank additional amounts as may be necessary in order that the amount received by such Lender Bank after the required withholding or other payment shall equal the amount such Lender Bank would have received had no such withholding or other payment been made. If no withholding or deduction .
(ii) Each Bank which is organized outside the United States shall so notify the Borrower thereof and shall also promptly notify the Borrower of Taxes are payable any change in respect its Lending Office and shall in each case deliver to the Loan Borrower such certificates, documents or any Fee relating other evidence, as required by the Code or Treasury Regulations issued pursuant thereto, including Internal Revenue Service Form 1001 or Form 4224, properly completed and duly executed by such Bank establishing that such payment is (x) not subject to withholding under the Code because such payment is effectively connected with the conduct by such Bank of a trade or business in the United States or (y) totally exempt from United States tax under a provision of an applicable tax treaty. Unless the Borrower has received forms or other documents reasonably satisfactory to it indicating that payments hereunder or under the Notes are not subject to United States withholding tax or are subject to such at a rate reduced by an applicable tax treaty, the Borrower shall furnish withhold taxes from such payments at the applicable statutory rate in the case of payments to or for any LenderBank organized under the laws of a jurisdiction outside the United States.
(iii) The Borrower shall not be required to pay any additional amounts to any Bank in respect of United States withholding tax pursuant to Section 2.11(d)(i) if the obligation to pay such additional amounts would not have arisen but for a failure by the Bank to comply with the provisions of Section 2.11(d)(ii) above for any reason (including the failure of the Bank to deliver the documents referred to above by reason of its inability to qualify for total exemption from United States withholding or a change in circumstances that renders the Bank unable to so qualify) other than (x) a change in applicable law, regulation or official interpretation thereof or (y) an amendment, modification or revocation of any applicable tax treaty or a change in official position regarding the application or interpretation thereof, in each case after the Closing Date (and in the case of a Transferee (as defined in Section 9.08(d), after the date of assignment or transfer.
(iv) If, solely as a result of an event described in clause (x) or (y) of Section 2.11(d)(iii) after the Closing Date (or, in the case of a Transferee, after the date of assignment or transfer), a Bank (x) is unable to provide to the Borrower a form otherwise required to be delivered by it pursuant to Section 2.11(d)(ii), or (y) makes any payment or becomes liable to make any payment on account of any Taxes with respect to payments by the Borrower hereunder, the Borrower may, at its option, either (A) prepay the portion of the Loans held by such Lender's request, a certificate from each applicable taxing authority Bank or an opinion of counsel acceptable (B) continue to make payments to such LenderBank, under the terms of this Agreement and the applicable Notes, which payments shall be made in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxesaccordance with Section 2.11(d)(i) above. If the Borrower fail exercises its option under clause (B) of this Section 2.11(d)(iv), the relevant Bank agrees to provide take such original steps as reasonably may be available to it under applicable tax laws and any applicable tax treaty or certified copy convention (including, if legally available, furnishing such certificate) to obtain an exemption from, or reduction (to the lowest applicable rate) of, such Taxes, except to the extent that taking such a step would be materially disadvantageous to such Bank.
(v) Any Bank claiming any additional amounts payable pursuant to this Section 2.11 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Borrower or to change the jurisdiction of its applicable Lending Office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may be thereafter accrue and would not be otherwise materially disadvantageous to such Bank.
(vi) In the event any Bank receives a refund of any Taxes paid by the Borrower pursuant to this Section 2.11(d), it will pay to the Borrower the amount of such refund promptly upon receipt evidencing payment of Taxes or certificate(s) or opinion of counsel of exemptionthereof; provided, however, if at any time thereafter it is required to return such refund, the Borrower hereby agrees shall promptly repay to compensate it the amount of such Lender forrefund.
(vii) 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 2.11(d) shall be applicable with respect to any Participant, Assignee or other Transferee, and indemnify it with respect toany calculations required by such provisions (x) shall be made based upon the circumstances of such Participant, Assignee or other Transferee, and (y) constitute a continuing agreement and shall survive the tax consequences termination of this Agreement and the payment in full or cancellation of the Borrower's failure to provide evidence of tax payments or tax exemption. Before making any claim pursuant to this SECTION, such Lender shall designate a different Lending Office if such designation will avoidNotes.
Appears in 1 contract
General Provisions as to Payments. (a) The Borrower shall make each payment of principal of, and interest on, the Loan Loans and of Fees fees hereunder, not later than 11:00 A.M. 1:00 P.M. (Atlanta, Georgia time) on the date when due, in federal Federal or other funds immediately available in Atlanta, Georgia, to the Administrative Agent at its address referred to in SECTION 10.01. All payments received by the Administrative Agent after 11:00 A.M. (Atlanta, Georgia time) on any Business Day shall be deemed to be received on the following Business DaySection 9.01. The Administrative Agent will promptly distribute to each Lender Bank its Pro Rata Share ratable share of each such payment received by the Administrative Agent for the account of the LendersBanks.
(b) Whenever any payment of principal of, or interest onon the Base Rate Loans, the Loan Money Market Loans or of Fees 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 shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day.
(c) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to the any Loan or any Fee 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 LenderBank, taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender Bank (as the case may be) is organized or any political subdivision thereof and, in the case of each LenderBank, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such LenderBank'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 the any Loan or any Fee fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Lender Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Lender Bank additional amounts as may be necessary in order that the amount received by such Lender Bank after the required withholding or other payment shall equal the amount such Lender 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 the Loan or any Fee relating thereto, the Borrower shall furnish any Lender, at such Lender's request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to such Lender, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower fail fails to provide such original or certified copy of a receipt evidencing payment of Taxes or certificate(s) or opinion of counsel of exemptionTaxes, the Borrower hereby agrees to compensate such Lender Bank for, and indemnify it them with respect to, the tax consequences of the Borrower's failure to provide evidence of tax payments or tax exemption. Before making Each Bank which is not organized under the laws of the United States or any claim state thereof agrees, 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 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 that the Borrower seeks a refund of any Taxes paid by the Borrower pursuant to this SECTIONSection 2.12(c), the applicable Bank shall use its reasonable efforts to assist the Borrower in connection therewith, at the Borrower's expense. In the event any Bank receives a refund of any Taxes paid by the Borrower pursuant to this Section 2.09(c), it will pay to the Borrower the amount of such Lender refund promptly upon receipt thereof; provided that if at any time thereafter it is required to return such refund, the Borrower shall designate 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 different Lending Office if such designation will avoidcontinuing 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 Loan Loans and of Fees 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 Federal or other funds immediately available in Atlanta, Georgia, to the Administrative Agent at its address referred to in SECTION Section 10.01. All payments received by the Administrative Agent after 11:00 A.M. (Atlanta, Georgia time) on any Business Day shall be deemed to be received on the following Business Day. The Administrative Agent will promptly distribute to Wachovia each such payment received on account of the Swing Loans and to each Lender its Pro Rata Share ratable share of each such payment received by the Administrative Agent for the account of the Lenders.
(b) Whenever any payment of principal of, or interest on, the Loan Base Rate Loans or of Fees 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 Euro-Dollar Loans or 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, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to the any Loan or any Fee 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 Lender, taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender is organized or any political subdivision thereof and, in the case of each Lender, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such Lender'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 the any Loan or any Fee fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Lender in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Lender additional amounts as may be necessary in order that the amount received by such Lender after the required withholding or other payment shall equal the amount such Lender would have received had no such withholding or other payment been made. If no withholding or deduction of Taxes are payable in respect to the any Loan or any Fee fee relating thereto, the Borrower shall furnish any Lender, at such Lender's request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to such Lender, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower fail 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 Lender for, and indemnify it with respect to, the tax consequences of the Borrower's failure to provide evidence of tax payments or tax exemption. Before making Each Lender which is not organized under the laws of the United States or any claim state thereof agrees, 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 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 Lender receives a refund of any Taxes paid by the Borrower pursuant to this SECTIONSection 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 Lenders 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.
(d) 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 the Borrower shall not have so made such payment in full to the Administrative Agent on such date, 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 shall designate a different Lending Office if until the date such designation will avoidLender repays such amount to the Administrative Agent, at the Federal Funds Rate for the first three (3) Domestic Business Days after the date such payment is due and at the Base Rate thereafter.
Appears in 1 contract
Samples: Credit Agreement (Belden Inc)
General Provisions as to Payments. (a) The Borrower Borrowers shall make each payment of principal of, and interest on, the Loan Loans and of Fees fees hereunder, not later than 11:00 A.M. (Atlanta, Georgia time) on the date when due, in federal Federal or other funds immediately available in Atlanta, Georgia, to the Administrative Agent at its address referred to in SECTION 10.01. All payments received by the Administrative Agent after 11:00 A.M. (Atlanta, Georgia time) on any Business Day shall be deemed to be received on the following Business DaySection 9.01. The Administrative Agent will promptly distribute to each Lender Bank its Pro Rata Share ratable share of each such payment received by the Administrative Agent for the account of the LendersBanks, and to Wachovia such payment received by the Administrative Agent on account of the Swing Loans.
(b) Whenever any payment of principal of, or interest on, the Loan Base Rate Loans, Money Market Loans or of Fees 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 shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro- Dollar Business Day.
(c) All payments of principal, interest and fees and all other amounts to be made by the Borrower Borrowers pursuant to this Agreement with respect to the any Loan or any Fee 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 LenderBank, taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender Bank is organized or any political subdivision thereof and, in the case of each LenderBank, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such LenderBank'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 a Borrower is required by applicable law to make any such withholding or deduction of Taxes with respect to the any Loan or any Fee fee or other amount, the such Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Lender Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Lender Bank additional amounts as may be necessary in order that the amount received by such Lender Bank after the required withholding or other payment shall equal the amount such Lender Bank would have received had no such withholding or other payment been made. If no withholding No Bank will charge Borrowers for taxes or deduction of Taxes are payable in respect to the Loan or any Fee relating thereto, the Borrower shall furnish any Lender, at such Lender's request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to such Lender, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower fail 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 Lender for, and indemnify it with respect to, the tax consequences of the Borrower's failure to provide evidence of tax payments or tax exemption. Before making any claim other fees pursuant to this SECTIONSection 2.12 or, if such taxes or fees are charged, at a higher rate, than such Bank, charges its other similarly situated borrowers or customers. Each Bank which is not organized under the laws of the United States or any state thereof agrees, as soon as practicable after receipt by it of a request by a 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 Borrowers 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 a Borrower pursuant to this Section 2.12(c), it will pay to such Borrower the amount of such refund promptly upon receipt thereof; PROVIDED that if at any time thereafter it is required to return such refund, such Lender Borrower shall designate promptly repay to it the amount of such refund. Without prejudice to the survival of any other agreement of the Borrowers hereunder, the agreements and obligations of the Borrowers 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 different Lending Office if such designation will avoidcontinuing 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 (Amli Residential Properties Trust)
General Provisions as to Payments. (a) The Borrower shall make each payment of principal of, and interest on, the Loan Loans and of Fees fees hereunder, not later than 11:00 A.M. (Atlanta, Georgia time) on the date when due, in federal Federal or other funds immediately available in Atlanta, Georgia, to the Administrative Agent at its address referred to in SECTION 10.01Section 9.01. All payments The Agent will distribute to each Bank its ratable share of each such payment received by the Administrative Agent after 11:00 A.M. for the account of the Banks, such payment to be distributed by the Agent (x) by 2:00 P.M. on the date of receipt by the Agent, provided that such payment was received by the Agent by 1:00 P.M. (Atlanta, Georgia time), and (y) by 2:00 P.M. (Atlanta, Georgia time) on any Business Day shall be deemed to be received on the date following Business Day. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share the date of each receipt by the Agent, if such payment was received by the Administrative Agent after 1:00 P.M. (Atlanta, Georgia time). If the Agent shall fail to make such distribution within the time required by the immediately preceding sentence, such distribution shall be made together with interest thereon, for each day during the account of period from the Lendersdate such distribution should have been so made until the date such distribution actually is made, at a rate per annum equal to the Federal Funds Rate.
(b) Whenever any payment of principal of, or interest on, the Loan Base Rate Loans or of Fees 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 shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day.
(c) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to the any Loan or any Fee 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 Lender, taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender is organized or any political subdivision thereof and, in the case of each Lender, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such Lender'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 the Loan or any Fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Lender in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Lender additional amounts as may be necessary in order that the amount received by such Lender after the required withholding or other payment shall equal the amount such Lender would have received had no such withholding or other payment been made. If no withholding or deduction of Taxes are payable in respect to the Loan or any Fee relating thereto, the Borrower shall furnish any Lender, at such Lender's request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to such Lender, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower fail 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 Lender for, and indemnify it with respect to, the tax consequences of the Borrower's failure to provide evidence of tax payments or tax exemption. Before making any claim pursuant to this SECTION, such Lender shall designate a different Lending Office if such designation will avoidnature
Appears in 1 contract
Samples: Credit Agreement (JDN Realty Corp)
General Provisions as to Payments. (a) The Borrower shall make each payment of principal of, and interest on, the Loan Loans and of Fees fees hereunder, not later than 11:00 A.M. 1:00 P.M. (Atlanta, Georgia time) on the date when due, in federal Federal or other funds (subject to paragraph (c) below with respect to Foreign Currency Loans and Finnish Markka Loans) immediately available in Atlanta, Georgia, Georgia to the Administrative Agent at its address referred to in SECTION 10.01. All payments received by the Administrative Agent after 11:00 A.M. (Atlanta, Georgia time) on any Business Day shall be deemed to be received on the following Business DaySection 9.01. The Administrative Agent will promptly distribute to each Lender Bank its Pro Rata Share ratable share of each such payment received by the Administrative Agent for the account of the LendersBanks.
(b) Whenever any payment of principal of, or interest on, the Loan Domestic Loans or of Fees 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. All payments of principal and interest with respect to Finnish Markka Loans shall be made in Finnish markkas.
(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 the any Loan or any Fee 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 LenderBank, (1) taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender Bank (as the case may be) is organized or any political subdivision thereof andthereof, and (2) in the case of each LenderBank, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such LenderBank's applicable Lending Office or any political subdivision thereof (all such non-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 the any Loan or any Fee fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Lender Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Lender Bank additional amounts as may be necessary in order that the amount received by such Lender Bank after the required withholding or other payment shall equal the amount such Lender 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 the any Loan or any Fee fee relating thereto, the Borrower shall furnish any Lenderfurnish, at such LenderBank's request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to such Lendersuch, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower fail fails to provide such Bank the 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 Lender Bank for, and indemnify it with respect to, the tax consequences of the Borrower's failure to provide evidence of tax payments or tax exemption. Before making 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 claim 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 SECTIONSection 2.12(c), it will pay to the Borrower the amount of such Lender refund promptly upon receipt thereof; provided, however, if at any time thereafter it is required to return such refund, the Borrower shall designate 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(d) 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 different Lending Office if such designation will avoidcontinuing 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 Loan Loans and of Fees facility fees hereunder, not later than 11:00 A.M. 12:00 noon (Atlanta, Georgia time) on the date when due, in federal Federal or other funds immediately available in Atlanta, Georgia, to the Administrative Agent at its address referred to in SECTION 10.01. All payments received by the Administrative Agent after 11:00 A.M. (Atlanta, Georgia time) on any Business Day shall be deemed to be received on the following Business DaySection 9.01. The Administrative Agent will promptly distribute to each Lender Bank its Pro Rata Share ratable share of each such payment received by the Administrative Agent for the account of the LendersBanks.
(b) Whenever any payment of principal of, or interest on, the Loan Base Rate Loans or the Money Market Loans or of Fees hereunder fees 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 shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.
(c) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to the any Loan or any Fee 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 LenderBank, taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender Bank is organized or any political subdivision thereof and, in the case of each LenderBank, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such LenderBank'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 the any Loan or any Fee fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing 33 authority, shall promptly furnish to any Lender Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Lender Bank additional amounts as may be necessary in order that the amount received by such Lender Bank after the required withholding or other payment shall equal the amount such Lender 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 the of any Loan or any Fee fee relating thereto, the Borrower shall furnish any LenderBank, at such LenderBank's request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to such LenderBank, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower fail 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 Lender Bank for, and indemnify it them with respect to, the tax consequences of the Borrower's failure to provide evidence of tax payments or tax exemption. Before making In the event any claim Bank receives a refund of any Taxes paid by the Borrower pursuant to this SECTIONSection 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.
(d) Each Bank which shall be a foreign person (a person other than a United States person for United States Federal income tax purposes) hereby agrees that:
(i) it shall no later than the Closing Date (or, in the case of a Bank which shall become a party hereto pursuant to Section 9.07 after the Closing Date, the date upon which such Bank shall become a party hereto) deliver to the Borrower (with a copy to the Agent)
(A) if any Lending Office is located in the United States, two (2) accurate and complete signed originals of Internal Revenue Service Form 4224 (or any successors thereto) ("Form 4224"), and/or (B) if any Lending Office is located outside the United States, two (2) accurate and complete signed originals of Internal Revenue Service Form 1001 (or any successor thereto) ("Form 1001"), in each case indicating that such Bank is on the date of delivery thereof entitled to receive payments of principal, interest and fees for the account of such Lending Office or Lending Offices under this Agreement free from withholding of United States Federal income tax, in the case of Form 1001, pursuant to a United States tax treaty currently in effect and for which notice of termination has not been given (and, if any political subdivision of the United States shall impose similar reporting requirements with respect to payments to such Bank under this Agreement and such Bank shall receive notice from the Borrower of the same, such Lender Bank shall designate deliver any applicable forms to the Borrower with a different Lending Office if copy to the Agent promptly after receipt of such designation will avoidnotice);
Appears in 1 contract
Samples: Credit Agreement (Kemet Corporation)
General Provisions as to Payments. (a) The Borrower shall make each payment of principal of, and interest on, the Loan Bank's Advances and of Fees fees hereunder, not later than 11:00 A.M. (Atlanta, Georgia time) on the date when due, in federal Federal or other funds immediately available in Atlanta, Georgiaat the place where payment is due, to the Administrative Agent Bank at its address referred to in SECTION 10.01. All payments received by the Administrative Agent after 11:00 A.M. (Atlanta, Georgia time) on any Business Day shall be deemed to be received set forth on the following Business Day. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share of each such payment received by the Administrative Agent for the account of the Lenderssignature pages hereof.
(b) Whenever any payment of principal of, or interest on, the Loan Base Rate Advances or of Fees hereunder fees 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 Advances shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.
(c) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to the Loan any Advances or any Fee 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 Lenderthe 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 Lender the Bank is organized or any political subdivision thereof and, in the case of each Lenderthe Bank, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such Lenderthe 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 the Loan any Advances or any Fee fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Lender 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 Lender the Bank additional amounts as may be necessary in order that the amount received by such Lender the Bank after the required withholding or other payment shall equal the amount such Lender the 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 the Loan of any Advances or any Fee fee relating thereto, the Borrower shall furnish any Lenderthe Bank, at such Lenderthe Bank's request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to such Lenderthe Bank, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower fail 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 Lender the Bank for, and indemnify it with respect to, the tax consequences of the Borrower's failure to provide evidence of tax payments or tax exemption. Before making In the event the Bank receives a refund of any claim Taxes paid by the Borrower pursuant to this SECTIONSection 2.09, it will pay to the Borrower the amount of such Lender refund promptly upon receipt thereof; provided, however, if at any time thereafter it is required to return such refund, the Borrower shall designate 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 2.09 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 (provided that each Participant shall not be entitled to any compensation greater than that which would have been received by the Bank under similar circumstances), and (ii) constitute a different Lending Office if such designation will avoidcontinuing 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 Loan Loans and of Fees fees hereunder, not later than 11:00 A.M. (Atlanta, Georgia time) on the date when due, in federal Federal or other funds immediately available in Atlanta, Georgia, to the Administrative Agent at its address referred to in SECTION 10.01. All payments received by the Administrative Agent after 11:00 A.M. (Atlanta, Georgia time) on any Business Day shall be deemed to be received on the following Business DaySection 9.01. The Administrative Agent will promptly distribute to each Lender Bank its Pro Rata Share ratable share of each such payment received by the Administrative Agent for the account of the LendersBanks.
(b) Whenever any payment of principal of, or interest on, the Loan Base Rate Loans or of Fees 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 shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.
(c) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to the any Loan or any Fee 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 LenderBank, taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender Bank is organized or any political subdivision thereof and, in the case of each LenderBank, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such LenderBank'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 the any Loan or any Fee fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Lender Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Lender Bank additional amounts as may be necessary in order that the amount received by such Lender Bank after the required withholding or other payment shall equal the amount such Lender 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 the of any Loan or any Fee fee relating thereto, the Borrower shall furnish any LenderBank, at such LenderBank's request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to such LenderBank, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower fail 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 Lender Bank for, and indemnify it them with respect to, the tax consequences of the Borrower's failure to provide evidence of tax payments or tax exemption. Before making In the event any claim Bank receives a refund of any Taxes paid by the Borrower pursuant to this SECTIONSection 2.12, it will pay to the Borrower the amount of such Lender refund promptly upon receipt thereof; provided, however, if at any time thereafter it is required to return such refund, the Borrower shall designate 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 (i) be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee, and (ii) constitute a different Lending Office if such designation will avoidcontinuing 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 Loan Loans and of Fees unused fees hereunder, not later than 11:00 A.M. (Atlanta, Georgia time) on the date when due, in federal Federal or other funds immediately available in Atlanta, Georgia, to the Administrative Agent at its address referred to in SECTION 10.01. All payments received by the Administrative Agent after 11:00 A.M. (Atlanta, Georgia time) on any Business Day shall be deemed to be received on the following Business DaySection 9.01. The Administrative Agent will promptly distribute to each Lender Bank its Pro Rata Share ratable share of each such payment received by the Administrative Agent for the account of the LendersBanks.
(b) Whenever any payment of principal of, or interest on, the Loan Base Rate Loans or of Fees hereunder fees 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 shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.
(c) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to the any Loan or any Fee 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 LenderBank, taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender Bank is organized or any political subdivision thereof and, in the case of each LenderBank, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such LenderBank'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 the any Loan or any Fee fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Lender Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Lender Bank additional amounts as may be necessary in order that the amount received by such Lender Bank after the required withholding or other payment shall equal the amount such Lender 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 the of any Loan or any Fee fee relating thereto, the Borrower shall furnish any LenderBank, at such LenderBank's request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to such LenderBank, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower fail 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 Lender Bank for, and indemnify it them with respect to, the tax consequences of the Borrower's failure to provide evidence of tax payments or tax exemption. Before making In the event any claim Bank receives a refund of any Taxes paid by the Borrower pursuant to this SECTIONSection 2.11, it will pay to the Borrower the amount of such Lender refund promptly upon receipt thereof; provided, however, if at any time thereafter it is required to return such refund, the Borrower shall designate 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 2.11 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 different Lending Office if such designation will avoidcontinuing 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 (Kaydon Corp)
General Provisions as to Payments. (a) The Borrower shall make each payment of principal of, and interest on, the Loan Loans and of Fees facility fees hereunder, not later than 11:00 A.M. (AtlantaColumbia, Georgia South Carolina time) on the date when due, in federal Federal or other funds immediately available in AtlantaColumbia, GeorgiaSouth Carolina, to the Administrative Agent Bank at its address referred to in SECTION 10.01. All payments received by the Administrative Agent after 11:00 A.M. (Atlanta, Georgia time) on any Business Day shall be deemed or specified pursuant to be received on the following Business Day. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share of each such payment received by the Administrative Agent for the account of the LendersSection 8.01.
(b) Whenever any payment of principal of, or interest on, the Loan Base Rate Loans or of Fees hereunder fees 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 shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.
(c) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to the any Loan or any Fee fee relating thereto shall be paid without deduction for, and free from, any taxtaxes, 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 Lenderthe Bank, (i) taxes imposed on or measured by its net income, and (ii) franchise taxes imposed on it, it by the jurisdiction under the laws of which such Lender the Bank is organized or any political subdivision thereof andthereof, in the case of each Lender, and (iii) taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such Lenderthe 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 the any Loan or any Fee fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Lender the Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment payments and shall pay to such Lender the Bank additional amounts as may be necessary in order that the amount received by such Lender the Bank after the required withholding or other payment shall equal the amount such Lender the Bank would have received had no such withholding or other payment been made. If no withholding or deduction of Taxes are is payable in respect to the of any Loan or any Fee fee relating thereto, the Borrower shall furnish any Lenderthe Bank, at such Lenderthe Bank's request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to such Lenderthe Bank, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower fail 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 Lender the Bank for, and indemnify it them with respect to, the tax consequences of the Borrower's failure to provide evidence of tax payments or tax exemption. Before making In the event the Bank receives a refund of any claim Taxes paid by the Borrower pursuant to this SECTIONSection 2.11, it will pay to the Borrower the amount of such Lender refund promptly upon receipt thereof; provided, however, if at any time thereafter it is required to return such refund, the Borrower shall designate 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 2.11 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 different Lending Office if such designation will avoidcontinuing agreement which shall survive the termination of this Agreement and the payment in full or cancellation of the Note.
Appears in 1 contract
Samples: Credit Agreement (First Citizens Bancorporation of South Carolina Inc)
General Provisions as to Payments. (a) The Borrower Borrowers shall make each payment of principal of, and interest on, the Loan Loans and of Fees facility fees hereunder, not later than 11:00 A.M. (Atlanta, Georgia time) on the date when due, in federal Federal or other funds (subject to paragraph (c) of this Section with respect to Foreign Currency Loans) immediately available in Atlanta, Georgia, to the Administrative Agent at its address referred to in SECTION 10.01. All payments received by the Administrative Agent after 11:00 A.M. (Atlanta, Georgia time) on any Business Day shall be deemed to be received on the following Business DaySection 9.01. The Administrative Agent will promptly distribute to each Lender Bank its Pro Rata Share ratable share of each such payment received by the Administrative Agent for the account of the LendersBanks.
(b) Whenever any payment of principal of, or interest on, the Loan Domestic Loans or of Fees hereunder fees 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. If the date for any payment of principal is extended by operation of law or otherwise, interest 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 Borrowers pursuant to this Agreement with respect to the any Loan or any Fee 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 Lender, Bank (i) taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender Bank is organized or any political subdivision thereof and(including for the purpose of this clause (i) with respect to any Bank organized under the laws of one of the states of the United States, in the case of each Lender, United States federal income taxes) and (ii) taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such LenderBank'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 any Borrower is required by applicable law to make any such withholding or deduction of Taxes with respect to the any Loan or any Fee fee or other amount, the such Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Lender Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Lender Bank additional amounts as may be necessary in order that the amount received by such Lender Bank after the required withholding or other payment shall equal the amount such Lender 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 the of any Loan or any Fee fee relating thereto, the a Borrower shall furnish any Lenderfurnish, at such LenderBank's reasonable request, a certificate from each applicable taxing authority or an opinion of counsel evidence reasonably acceptable to such LenderBank, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the a Borrower fail fails to provide such original or certified copy of a receipt evidencing payment of Taxes or certificate(s) or opinion of counsel of exemptionevidence, the such Borrower hereby agrees to compensate such Lender Bank for, and indemnify it them with respect to, the tax consequences of the such Borrower's failure to provide evidence of tax payments or tax exemption. Before making In the event any claim Bank receives a refund of any Taxes paid by a Borrower pursuant to this SECTIONSection 2.11, it will pay to such Borrower the amount of such refund promptly upon receipt thereof; provided, however, if at any time thereafter it is required to return such refund, such Lender Borrower shall designate promptly repay to it the amount of such refund.
(e) Each Bank which shall be a different foreign person (a person other than a United States person for United States Federal income tax purposes) hereby agrees that:
(i) it shall no later than the Effective Date (or, in the case of a Bank which shall become a party hereto pursuant to Section 9.07 after the Effective Date, the date upon which such Bank shall become a part hereto) deliver to Franklin Electric (with a copy to the Agent) (A) if any Lending Office is located in the United States, two (2) accurate and complete signed originals of Internal Revenue Service Form 4224 (or any successors thereto) ("Form 4224"), and/or (B) if any Lending Office is located outside the United States, two (2) accurate and complete signed originals of Internal Revenue Service Form 1001 (or any successor thereto) ("Form 1001"), in each case indicating that such Bank is on the date of delivery thereof entitled to receive payments of principal, interest and fees for the account of such Lending Office or Lending Offices under this Agreement free from withholding of United States Federal income tax, in the case of Form 1001, pursuant to a United States tax treaty currently in effect and for which notice of termination has not been given (and, if any political subdivision of the United States shall impose similar reporting requirements with respect to payments to such Bank under this Agreement and such Bank shall receive notice from Franklin Electric of the same, such Bank shall deliver any applicable forms to Franklin Electric with a copy to the Agent promptly after receipt of such notice);
(ii) if at any time such Bank shall change its Lending Office or Lending Offices or select an additional Lending Office as herein provided, it shall, at the same time or reasonably promptly thereafter, deliver to Franklin Electric (with a copy to the Agent) in replacement for, or in addition to, the forms previously delivered by it hereunder (A) if such designation changed or additional Lending Office is located in the United States, two (2) accurate and complete signed originals of Form 4224 or (B) otherwise, two (2) accurate and complete signed originals of Form 1001, in each case indicating that such Bank is on the date of delivery thereof entitled to receive payments of principal, interest and fees for the account of such changed or additional Lending Office under this Agreement free from withholding of United States Federal income tax;
(iii) it shall, before or promptly after the occurrence of any event (including the passing of time but excluding any event mentioned in (ii) above) requiring a change in the most recent Form 4224 or Form 1001 previously delivered by such Bank and if the delivery of the same be lawful, deliver to Franklin Electric (with a copy to the Agent) two (2) accurate and complete original signed copies of Form 4224 or Form 1001 in replacement for the forms previously delivered by such Bank;
(iv) if such Bank claims exemption from withholding tax under a United States tax treaty by providing a Form 1001 and such Bank sells or grants a participation of all or part of its rights under this Agreement, such Bank shall notify Franklin Electric and the Agent of the percentage amount in which it is no longer the beneficial owner under this Agreement. To the extent of this percentage amount, Franklin Electric shall treat such Bank's Form 1001 as no longer in compliance with this Section 2.11(e). In the event a Bank claiming exemption from United States withholding tax by filing Form 4224 with Franklin Electric, sells or grants a participation in its rights under this Agreement, such Bank agrees to undertake sole responsibility for complying with the withholding tax requirements imposed by Sections 1441 and 1442 of the Code;
(v) if the Internal Revenue Service or any authority of the United States of America or other jurisdiction successfully asserts a claim that the Agent or any Borrower did not properly withhold tax from amounts paid to or for the account of any Bank (because the appropriate form was not delivered, was not properly executed, or because such Bank failed to notify such Borrower or the Agent of a change in circumstances which rendered the exemption from withholding tax ineffective), such Bank shall indemnify the Agent and/or such Borrower, as applicable, fully for all amounts paid, directly or indirectly, by the Agent and/or such Borrower, as applicable, as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to the Agent and/or such Borrower, as applicable under this paragraph (e), together with all costs, expenses and attorneys' fees (including the reasonable allocated costs for in- house staff counsel); and
(vi) it shall, promptly upon the Agent's or Franklin Electric's reasonable request to that effect, deliver to Franklin Electric (with a copy to the Agent) such other forms or similar documentation as may be required from time to time by any applicable law, treaty, rule or regulation in order to establish such Bank's tax status for withholding purposes.
(f) The Borrowers will avoidnot be required to pay any additional amounts in respect of United States Federal income tax pursuant to Section 2.11(d) to any Bank for the account of any Lending Office of such Bank:
(i) if the obligation to pay such additional amounts would not have arisen but for a failure by such Bank to comply with its obligations under Section 2.11(e) in respect of such Lending Office;
(ii) if such Bank shall have delivered to the Borrower a Form 4224 in respect of such Lending Office pursuant to Section 2.11(e) and such Bank shall not at any time be entitled to exemption from deduction or withholding of United States Federal income tax in respect of payments by the Borrower hereunder for the account of such Lending Office for any reason other than a change in United States law or regulations or in the official interpretation of such law or regulations by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) after the date of delivery of such Form 4224; or
(iii) if such Bank shall have delivered to Franklin Electric a Form 1001 in respect of such Lending Office pursuant to Section 2.11(e) and such Bank shall not at any time be entitled to exemption from deduction or withholding of United States Federal income tax in respect of payments by any Borrower hereunder for account of such Lending Office for any reason other than a change in United States law or regulations or any applicable tax treaty or regulations or in the official interpretation of any such law, treaty or regulations by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) after the date of delivery of such Form 1001.
(g) If, at any time, Franklin Electric shall request any Bank to deliver any forms or other documentation pursuant to Section 2.11(e)(vi), then Franklin Electric shall, on demand of such Bank, reimburse such Bank for any reasonable costs or expenses incurred by such Bank in the preparation or delivery of such forms or other documentation.
(h) If any Borrower shall be required to pay additional amounts to any Bank pursuant to Section 2.11(d), then such Bank shall use its best efforts (consistent with legal and regulatory restrictions) to change the jurisdiction of its Lending Office so as to eliminate any such additional payment by the Borrower which may thereafter accrue if such change in the judgment of such Bank shall not otherwise be disadvantageous to such Bank.
(i) Without prejudice to the survival of any other agreement of the Borrowers hereunder, the agreements and obligations of the Borrowers contained in Section 2.11(d) 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 Loan Term Loans and Revolving Credit Loans and of Fees facility fees hereunder, not later than 11:00 A.M. (Atlanta, Georgia time) on the date when due, in federal Federal or other funds immediately available in Atlanta, Georgia, to the Administrative Agent at its address referred to in SECTION 10.01. All payments received by Section 9.01, and any such payment to the Administrative Agent after 11:00 A.M. (Atlanta, Georgia time) on any Business Day in accordance with this Section 2.12 shall be deemed satisfy in full the Borrower's obligation to be received on make such payment hereunder and under the following Business DayNotes. The Administrative Agent will promptly distribute to each Lender Bank its Pro Rata Share ratable share of each such payment received by the Administrative Agent for the account of the LendersBanks.
(b) Whenever any payment of principal of, or interest on, the Loan Base Rate Loans or the Money Market Loans or of Fees hereunder fees 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 shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.
(c) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to the any Term Loan or any Fee Revolving Credit 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 LenderBank, (i) taxes imposed on or measured by its net income, and (ii) franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender Bank is organized or any political subdivision thereof andthereof, in the case of each Lender, and (iii) taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such LenderBank'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 the any Term Loan or any Fee Revolving Credit Loan or fee or other amount, promptly after receiving notice thereof, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Lender Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Lender Bank additional amounts as may be necessary in order that the amount received by such Lender Bank after the required withholding or other payment shall equal the amount such Lender 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 the of any Term Loan or any Fee Revolving Credit Loan or fee relating thereto, upon the request of any Bank having a reasonable belief or concern that such Bank may be subject to Taxes, the Borrower shall furnish any Lenderfurnish, at such LenderBank's request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to such LenderBank, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower fail 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 Lender Bank for, and indemnify it them with respect to, the tax consequences of the Borrower's failure to provide evidence of tax payments or tax exemption. Before making In the event any claim Bank receives a refund of any Taxes paid by the Borrower pursuant to this SECTIONSection 2.12, it will pay to the Borrower the amount of such Lender refund promptly upon receipt thereof; provided, however, if at any time thereafter it is required to return such refund, the Borrower shall designate 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 different Lending Office if such designation will avoidcontinuing 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 Loan Loans and of Fees facility fees hereunder, not later than 11:00 A.M. (Atlanta, Georgia time) on the date when due, in federal Federal or other funds immediately available in Atlanta, Georgia, to the Administrative Agent at its address referred to in SECTION 10.01. All payments received by the Administrative Agent after 11:00 A.M. (Atlanta, Georgia time) on any Business Day shall be deemed to be received on the following Business DaySection 9.01. The Administrative Agent will promptly distribute to each Lender Bank its Pro Rata Share ratable share of each such payment received by the Administrative Agent for the account of the LendersBanks.
(b) Whenever any payment of principal of, or interest on, the Loan Base Rate Loans or the Money Market Loans or of Fees hereunder fees 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 shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.
(c) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to the any Loan or any Fee 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 LenderBank, taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender Bank is organized or any political subdivision thereof and, in the case of each LenderBank, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such LenderBank'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 the any Loan or any Fee fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Lender in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Lender additional amounts as may be necessary in order that the amount received by such Lender after the required withholding or other payment shall equal the amount such Lender would have received had no such withholding or other payment been made. If no withholding or deduction of Taxes are payable in respect to the Loan or any Fee relating thereto, the Borrower shall furnish any Lender, at such Lender's request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to such Lender, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower fail 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 Lender for, and indemnify it with respect to, the tax consequences of the Borrower's failure to provide evidence of tax payments or tax exemption. Before making any claim pursuant to this SECTION, such Lender shall designate a different Lending Office if such designation will avoidthe
Appears in 1 contract
General Provisions as to Payments. (a) The Borrower shall make each payment of principal of, and interest on, the Loan Loans and of Fees fees hereunder, not later than 11:00 A.M. 1:00 P.M. (Atlanta, Georgia time) on the date when due, in federal Federal or other funds immediately available in Atlanta, Georgia, to the Administrative Agent at its address referred to in SECTION 10.01. All payments received by the Administrative Agent after 11:00 A.M. (Atlanta, Georgia time) on any Business Day shall be deemed to be received on the following Business DaySection 9.01. The Administrative Agent will promptly (and in any event within one Domestic Business Day following its receipt of same) distribute to each Lender Bank its Pro Rata Share ratable share of each such payment received by the Administrative Agent for the account of the LendersBanks.
(b) Whenever any payment of principal of, or interest on, the Loan Base Rate Loans or of Fees 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 shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day.
(c) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to the any Loan or any Fee 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 LenderBank, taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender Bank (as the case may be) is organized or any political subdivision thereof and, in the case of each LenderBank, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such LenderBank's applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, imposts, levies, duties, deductions or withholdings of any nature being "TaxesTAXES"). In the event that the Borrower is required by applicable law to make any such withholding or deduction of Taxes with respect to the any Loan or any Fee fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Lender Bank in respect of which such deduction or withholding is made all receipts and other documents documents, if any, evidencing such payment and shall pay to such Lender Bank additional amounts as may be necessary in order that the amount received by such Lender Bank after the required withholding or other payment shall equal the amount such Lender 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 the any Loan or any Fee fee relating thereto, the Borrower shall furnish any Lenderfurnish, at such LenderBank's request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to such Lendersuch, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower fail 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 Lender Bank for, and indemnify it them with respect to, the tax consequences of the Borrower's failure to provide evidence of tax payments or tax exemption. Before making Each Bank agrees, as soon as practicable after 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 claim 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. At least five Domestic Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Bank, each Bank that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to each of the Borrower and the Agent two duly completed copies of United States Internal Revenue Service Form 1001 or 4224, certifying in either case that such Bank is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes. Each Bank which so delivers a Form 1001 or 4224 further undertakes to deliver to each of the Borrower and the Agent two additional copies of such form (or any successor form or related form as may from time to time be required under applicable law) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Agent, in each case certifying that such Bank is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Bank from duly completing and delivering any such form with respect to it and such Bank advises the Borrower and the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax. In the event any Bank receives a refund of any Taxes paid by the Borrower pursuant to this SECTIONSection 2.10(c), it will pay to the Borrower the amount of such Lender refund promptly upon receipt thereof; PROVIDED, HOWEVER, if at any time thereafter it is required to return such refund, the Borrower shall designate 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 2.10(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 different Lending Office if such designation will avoidcontinuing 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 (Loewen Group Inc)
General Provisions as to Payments. (a) The Borrower shall make each payment of principal of, and interest on, the Loan Loans and of Fees fees hereunder, not later than 11:00 A.M. (Atlanta, Georgia time) on the date when due, in federal Federal or other funds immediately available in Atlanta, Georgia, to the Administrative Agent at its address referred to in SECTION 10.01. All payments received by the Administrative Agent after 11:00 A.M. (Atlanta, Georgia time) on any Business Day shall be deemed to be received on the following Business DaySection 9.01. The Administrative Agent will promptly distribute to each Lender Bank its Pro Rata Share ratable share of each such payment received by the Administrative Agent for the account of the LendersBanks, and to Wachovia such payment received by the Administrative Agent on account of the Swing Loans.
(b) Whenever any payment of principal of, or interest on, the Loan Base Rate Loans, Money Market Loans or of Fees 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 shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro- Dollar Business Day.
(c) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to the any Loan or any Fee 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 LenderBank, taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender Bank is organized or any political subdivision thereof and, in the case of each LenderBank, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such LenderBank'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 the any Loan or any Fee fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Lender Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Lender Bank additional amounts as may be necessary in order that the amount received by such Lender Bank after the required withholding or other payment shall equal the amount such Lender Bank would have received had no such withholding or other payment been made. If no withholding No Bank will charge Borrower for taxes or deduction other fees pursuant to this Section 2.12 or, if such taxes or fees are charged, at a higher rate, than such Bank, charges its other similarly situated borrowers or customers. Each Bank which is not organized under the laws of Taxes are payable in respect to the Loan United States or any Fee relating theretostate thereof agrees, 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 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 furnish nonetheless remain obligated under the terms of the immediately preceding paragraph. In the event any Lender, at such Lender's request, Bank receives a certificate from each applicable taxing authority or an opinion refund of counsel acceptable to such Lender, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If any Taxes paid by the Borrower fail pursuant to provide this Section 2.12(c), it will pay to the Borrower the amount of such original or certified copy of a refund promptly upon receipt evidencing payment of Taxes or certificate(s) or opinion of counsel of exemptionthereof; provided that if at any time thereafter it is required to return such refund, the Borrower hereby agrees shall promptly repay to compensate it the amount of such Lender forrefund. 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 indemnify it with respect toany 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 tax consequences termination of this Agreement and the payment in full or cancellation of the Borrower's failure to provide evidence of tax payments or tax exemption. Before making any claim pursuant to this SECTION, such Lender shall designate a different Lending Office if such designation will avoidNotes.
Appears in 1 contract
Samples: Credit Agreement (Amli Residential Properties Trust)
General Provisions as to Payments. (a) The Borrower shall make each payment of principal of, and interest on, the Loan Loans and of Fees fees hereunder, not later than 11:00 A.M. (Atlanta, Georgia 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, Georgia, to the Administrative Agent at its address referred to in SECTION 10.01. All payments received by the Administrative Agent after 11:00 A.M. (Atlanta, Georgia time) on any Business Day shall be deemed to be received on the following Business DaySection 9.01. The Administrative Agent will promptly distribute to each Lender Bank its Pro Rata Share ratable share of each such payment received by the Administrative Agent for the account of the LendersBanks.
(b) Whenever any payment of principal of, or interest on, the Loan Base Rate Loans or Money Market Loans or of Fees 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 a Borrower pursuant to this Agreement with respect to the any Loan or any Fee 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 LenderBank, taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender Bank is organized or any political subdivision thereof and, in the case of each LenderBank, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such LenderBank'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 the any Loan or any Fee fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Lender Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Lender Bank additional amounts as may be necessary in order that the amount received by such Lender Bank after the required withholding or other payment shall equal the amount such Lender 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 the any Loan or any Fee fee relating thereto, the Borrower shall furnish any LenderBank, at such LenderBank's request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to such LenderBank, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower fail 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 Lender Bank for, and indemnify it them with respect to, the tax consequences of the Borrower's failure to provide evidence of tax payments or tax exemption. Before making Each Bank which is not organized under the laws of the United States or any claim state thereof agrees, 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 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 SECTIONSection 2.12(d), 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. If any Bank determines that it is entitled to a reduction in (and not a complete exemption from) the applicable withholding Tax, such Lender Bank shall designate notify the Borrower and the Agent, and the Borrower and the Agent may withhold from any interest payment to such Bank an amount equivalent to the applicable reduction in withholding Tax. If any of the forms or other documentation required above are not delivered to the Agent as therein required, then the Borrower and the Agent may withhold from any interest payment to such Bank not providing such forms or other documentation an amount equivalent to the applicable withholding Tax. 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(d) 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 different continuing agreement and shall survive the termination of this Agreement and the payment in full or cancellation of the Notes. Any of the Agent or any Bank claiming any additional amounts payable pursuant to this Section 2.12(d) 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 designation will avoidfiling or change would avoid the need for or reduce the amount of any such additional amounts that may thereafter accrue or avoid the circumstances giving rise to such exercise and would not, in the reasonable determination of the Agent or such Bank, as the case may be, result in any additional costs, expenses or risks or be otherwise disadvantageous to it. Each of the Agent and each Bank agrees to use reasonable efforts to notify the Borrower as promptly as practicable upon its becoming aware that circumstances exist that would cause the Borrower to become obligated to pay additional amounts to the Agent or such Bank pursuant to this Section 2.12(d).
Appears in 1 contract
Samples: Credit Agreement (Culp Inc)
General Provisions as to Payments. (a) The Borrower shall make each payment of principal of, and interest on, the Loan Loans and of Fees 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 Federal or other funds immediately available in Atlanta, Georgia, to the Administrative Agent at its address referred to in SECTION 10.01. All payments received by the Administrative Agent after 11:00 A.M. (Atlanta, Georgia time) on any Business Day shall be deemed to be received on the following Business DaySection 9.01. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share ratable share of each such payment received by the Administrative Agent for the account of the Lenders.
(b) Whenever any payment of principal of, or interest on, the Loan Base Rate Loans, Money Market Loans or of Fees 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 shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day.
(c) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to the any Loan or any Fee 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 Lender, taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender is organized or any political subdivision thereof and, in the case of each Lender, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such Lender'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 the any Loan or any Fee fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Lender in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Lender additional amounts as may be necessary in order that the amount received by such Lender after the required withholding or other payment shall equal the amount such Lender would have received had no such withholding or other payment been made. If no withholding or deduction of Taxes are payable in respect to the any Loan or any Fee fee relating thereto, the Borrower shall furnish any Lender, at such Lender's request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to such Lender, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower fail 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 Lender for, and indemnify it them with respect to, the tax consequences of the Borrower's failure to provide evidence of tax payments or tax exemption. Before making Each Lender that is organized under the laws of a jurisdiction other than the United States of America or any claim state thereof or the District of Columbia (each a "Non-U.S. Lender") agrees to furnish to the Borrower and the Administrative Agent on the date of this Agreement, if a signatory hereto, or within 10 Domestic Business Days after it becomes a Lender hereunder, two (2) copies of either (i) U.S. Internal Revenue Service Form 4224 or U. S. Internal Revenue Service Form 1001 for the year 2000, or (ii) thereafter, U.S. Internal Revenue Service Form W-8ECI or U.S. Internal Revenue Service Form W-8BEN, or (iii) any successor forms thereto (wherein such Non-U.S. Lender claims entitlement to complete exemption from or a reduced rate of U.S. federal withholding tax on interest paid by the Borrower hereunder) and to provide to the Borrower and the Administrative Agent a new Form 4224 or Form 1001, or U.S. Internal Revenue Service Form W- 8ECI or U.S. Internal Revenue Service Form W-8BEN, or any successor forms thereto if any previously delivered form is found to be incomplete or incorrect in any material respect or upon the obsolescence of any previously delivered form; provided that if any Lender complies with the requirements of this paragraph on the Closing Date or at such time as such Lender becomes a party to this Agreement, but is unable at any time thereafter, for any reason, to establish such exemption, or to file such forms, the Borrower shall nonetheless remain obligated under the terms of the immediately preceding paragraph with respect to such Lender. Notwithstanding the foregoing, in the event the Borrower is required to pay any Lender amounts pursuant to this SECTIONSection 2.13, the Borrower may give notice to such Lender (with copies to the Administrative Agent) that it wishes to seek one or more assignees (which may be one or more of the other Lenders) to assume the Commitment of such Lender and to purchase such Lender's outstanding Loans and Notes for an amount equal to the sum of the outstanding unpaid principal of and accrued interest on such Loans and Notes, plus all other fees and amounts due to such Lender hereunder, in each case, to the date such Loans, Notes and interest are purchased. Upon such sale or prepayment, each such Lender shall designate have no further commitment or other obligation to the Borrower hereunder or under any Note. In the event any Lender receives a different Lending Office refund of any Taxes paid by the Borrower pursuant to this Section 2.13(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 designation will avoidrefund, 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 Lenders contained in this Section 2.13(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
General Provisions as to Payments. (a) The Borrower shall make each payment of principal of, and interest on, the Loan Loans and of Fees fees hereunder, not later than 11:00 A.M. (Atlanta, Georgia time) on the date when due, in federal Federal or other funds immediately available in Atlanta, Georgia, to the Administrative Agent at its address referred to in SECTION 10.01. All payments received by the Administrative Agent after 11:00 A.M. (Atlanta, Georgia time) on any Business Day shall be deemed to be received on the following Business DaySection 9.01. The Administrative Agent will promptly distribute to each Lender Bank its Pro Rata Share ratable share of each such payment received by the Administrative Agent for the account of the LendersBanks, and to Wachovia such payment received by the Agent on account of the Swing Loans.
(b) Whenever any payment of principal of, or interest on, the Loan Base Rate Loans, Money Market Loans or of Fees 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 shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day.
(c) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to the any Loan or any Fee 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 LenderBank, taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender Bank is organized or any political subdivision thereof and, in the case of each LenderBank, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such LenderBank'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 the any Loan or any Fee fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Lender Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Lender Bank additional amounts as may be necessary in order that the amount received by such Lender Bank after the required withholding or other payment shall equal the amount such Lender Bank would have received had no such withholding or other payment been made. If no withholding No Bank will charge Borrower for taxes or deduction other fees pursuant to this Section 2.12 or, if such taxes or fees are charged, at a higher rate, than such Bank, charges its other similarly situated borrowers or customers. Each Bank which is not organized under the laws of Taxes are payable in respect to the Loan United States or any Fee relating theretostate thereof agrees, 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 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 furnish nonetheless remain obligated under the terms of the immediately preceding paragraph. In the event any Lender, at such Lender's request, Bank receives a certificate from each applicable taxing authority or an opinion refund of counsel acceptable to such Lender, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If any Taxes paid by the Borrower fail pursuant to provide this Section 2.12(c), it will pay to the Borrower the amount of such original or certified copy of a refund promptly upon receipt evidencing payment of Taxes or certificate(s) or opinion of counsel of exemptionthereof; PROVIDED that if at any time thereafter it is required to return such refund, the Borrower hereby agrees shall promptly repay to compensate it the amount of such Lender forrefund. 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 indemnify it with respect toany 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 tax consequences termination of this Agreement and the payment in full or cancellation of the Borrower's failure to provide evidence of tax payments or tax exemption. Before making any claim pursuant to this SECTION, such Lender shall designate a different Lending Office if such designation will avoidNotes.
Appears in 1 contract
Samples: Credit Agreement (Amli Residential Properties Trust)
General Provisions as to Payments. (a) The Borrower shall make each payment of principal of, and interest on, the Bank's Loan and of Fees fees hereunder, not later than 11:00 A.M. (Atlanta, Georgia time) on the date when due, in federal Federal or other funds immediately available in Atlanta, Georgiaat the place where payment is due, to the Administrative Agent Bank at its address referred to in SECTION 10.01. All payments received by the Administrative Agent after 11:00 A.M. (Atlanta, Georgia time) on any Business Day shall be deemed to be received set forth on the following Business Day. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share of each such payment received by the Administrative Agent for the account of the Lenderssignature pages hereof.
(b) Whenever any payment of principal of, or interest on, the Base Rate Loan or of Fees hereunder fees 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 Loan shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.
(c) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to the any Loan or any Fee 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 Lenderthe 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 Lender the Bank is organized or any political subdivision thereof and, in the case of each Lenderthe Bank, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such Lenderthe 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 the any Loan or any Fee fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Lender 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 Lender the Bank additional amounts as may be necessary in order that the amount received by such Lender the Bank after the required withholding or other payment shall equal the amount such Lender the 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 the of any Loan or any Fee fee relating thereto, the Borrower shall furnish any Lenderthe Bank, at such Lenderthe Bank's request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to such Lenderthe Bank, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower fail 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 Lender the Bank for, and indemnify it with respect to, the tax consequences of the Borrower's failure to provide evidence of tax payments or tax exemption. Before making In the event the Bank receives a refund of any claim Taxes paid by the Borrower pursuant to this SECTIONSection 2.07, it will pay to the Borrower the amount of such Lender refund promptly upon receipt thereof; provided, however, if -------- ------- at any time thereafter it is required to return such refund, the Borrower shall designate 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 2.07 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 (provided that each Participant shall not be entitled to any compensation greater than that which would have been received by the Bank under similar circumstances), and (ii) constitute a different Lending Office if such designation will avoidcontinuing 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 Bank’s Loan and of Fees fees hereunder, not later than 11:00 A.M. (Atlanta, Georgia time) on the date when due, in federal Federal or other funds immediately available in Atlanta, Georgiaat the place where payment is due, to the Administrative Agent Bank at its address referred to in SECTION 10.01. All payments received by the Administrative Agent after 11:00 A.M. (Atlanta, Georgia time) on any Business Day shall be deemed to be received set forth on the following Business Day. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share of each such payment received by the Administrative Agent for the account of the Lenderssignature pages hereof.
(b) Whenever any payment of principal of, or interest on, the Base Rate Loan or of Fees hereunder fees 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 Loan shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.
(c) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to the any Loan or any Fee 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 Lenderthe 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 Lender the Bank is organized or any political subdivision thereof and, in the case of each Lenderthe Bank, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such Lender's 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 the any Loan or any Fee fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Lender 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 Lender the Bank additional amounts as may be necessary in order that the amount received by such Lender the Bank after the required withholding or other payment shall equal the amount such Lender the 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 the of any Loan or any Fee fee relating thereto, the Borrower shall furnish any Lenderthe Bank, at such Lender's the Bank’s request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to such Lenderthe Bank, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower fail 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 Lender the Bank for, and indemnify it with respect to, the tax consequences of the Borrower's ’s failure to provide evidence of tax payments or tax exemption. Before making In the event the Bank receives a refund of any claim Taxes paid by the Borrower pursuant to this SECTIONSection 2.07, it will pay to the Borrower the amount of such Lender refund promptly upon receipt thereof; provided, however, if at any time thereafter it is required to return such refund, the Borrower shall designate 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 2.07 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 (provided that each Participant shall not be entitled to any compensation greater than that which would have been received by the Bank under similar circumstances), and (ii) constitute a different Lending Office if such designation will avoidcontinuing 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, on the Loan Loans and of Fees unused fees hereunder, not later than 11:00 A.M. (Atlanta, Georgia time) on the date when due, in federal Federal or other funds immediately available in Atlanta, Georgia, to the Administrative Agent at its address referred to in SECTION 10.01. All payments received by the Administrative Agent after 11:00 A.M. (Atlanta, Georgia time) on any Business Day shall be deemed to be received on the following Business DaySection 9.01. The Administrative Agent will promptly distribute to each Lender Bank its Pro Rata Share ratable share of each such payment received by the Administrative Agent for the account of the LendersBanks.
(b) Whenever any payment of principal of, or interest on, the Loan Base Rate Loans or of Fees hereunder fees 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 shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.
(c) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to the any Loan or any Fee 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 LenderBank, (i) taxes imposed on or measured by its net income, and (ii) franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender Bank is organized or any political subdivision thereof andthereof, in the case of each Lender, and (iii) taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such LenderBank's applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, imposts, levies, duties, deductions or withholdings of any nature being "Non-excluded Taxes"). In the event that the Borrower is required by applicable law to make any such withholding or deduction of Non-excluded Taxes with respect to the any Loan or any Fee fee or other amount, promptly after receiving notice thereof, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Lender Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Lender Bank additional amounts as may be necessary in order that the amount received by such Lender Bank after the required withholding or other payment shall equal the amount such Lender Bank would have received had no such withholding or other payment been made. If no withholding or deduction of Non-excluded Taxes are payable in respect to the of any Loan or any Fee fee relating thereto, the Borrower shall furnish any LenderBank, at such LenderBank's request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to such LenderBank, in either case stating that such payments are exempt from or not subject to withholding or deduction of Non-excluded Taxes. If the Borrower fail fails to provide such original or certified copy of a receipt evidencing payment of Non-excluded Taxes or certificate(s) or opinion of counsel of exemption, the Borrower hereby agrees to compensate such Lender Bank for, and indemnify it them with respect to, the tax consequences of the Borrower's failure to provide evidence of tax payments or tax exemption. Before making In the event any claim Bank receives a refund of any Non-excluded Taxes paid by the Borrower pursuant to this SECTIONSection 2.11, it will pay to the Borrower the amount of such Lender refund promptly upon receipt thereof; provided, however, if at any time thereafter it is required to return such refund, the Borrower shall designate a different Lending Office if promptly repay to it the amount of such designation will avoidrefund. Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in
Appears in 1 contract
Samples: Credit Agreement (Meredith Corp)
General Provisions as to Payments. (a) The Borrower shall make each payment of principal of, and interest on, the Loan Loans and of Fees commitment fees hereunder, not later than 11:00 A.M. a.m. (Atlanta, Georgia time) without setoff, counterclaim or other deduction on the date when due, in federal Federal or other funds immediately available in Atlanta, Georgia, to the Administrative Agent at its address referred to in SECTION 10.01. All payments received by the Administrative Agent after 11:00 A.M. (Atlanta, Georgia time) on any Business Day shall be deemed to be received on the following Business DaySection 9.01. The Administrative Agent will promptly distribute to each Lender Bank its Pro Rata Share ratable share of each such payment received by the Administrative Agent for the account of the LendersBanks.
(b) Whenever any payment of principal of, or interest on, the Loan Base Rate Loans or of Fees hereunder fees shall be due on a day which that 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 shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.
(c) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to the any Loan or any Fee 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 LenderBank, taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender Bank is organized or any political subdivision thereof and, in the case of each LenderBank, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such LenderBank'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 the any Loan or any Fee fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Lender Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Lender Bank additional amounts as may be necessary in order that the amount received by such Lender Bank after the required withholding or other payment shall equal the amount such Lender 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 the of any Loan or any Fee fee relating thereto, the Borrower shall furnish any LenderBank, at such LenderBank's requestrequest (as to each taxing authority specified by such Bank), a certificate from each the applicable taxing authority or an opinion of counsel acceptable to such LenderBank, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower fail 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 Lender Bank for, and indemnify it with respect to, the tax consequences of the Borrower's failure to provide evidence of tax payments or tax exemption. Before making In the event any claim Bank receives a refund of any Taxes paid by the Borrower pursuant to this SECTIONSection 2.09(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.
(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 Lender shall designate Non-U.S. Bank changes its applicable Lending Office by designating a different Lending Office if (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. Bank. Notwithstanding any other provision of this Section 2.09(d), a Non-U.S. Bank shall not be required to deliver any form pursuant to this Section 2.09(d) that such Non-U.S. Bank is not legally able to deliver.
(e) The Borrower shall not be required to indemnify any Non-U.S. Bank, or to pay any additional amounts to any Non-U.S. Bank, in respect of United States Federal withholding tax pursuant to paragraph (c) above to the extent that (i) the obligation to withhold amounts with respect to United States Federal withholding tax existed on the date such Non-U.S. Bank became a party to this Agreement or, with respect to payments to a New Lending Office, the date such Non-U.S. Bank designated such New Lending Office with respect to a Loan; provided, however, that this paragraph (e) shall not apply (x) to any Assignee or New Lending Office that becomes an Assignee or New Lending Office as a result of an assignment, transfer or designation will avoidmade at the written request of the Borrower and (y) to the extent the indemnity payment or additional amounts any Assignee, or any Bank (or Assignee) acting through a New Lending Office, would be entitled to receive (without regard to this paragraph (e)) do not exceed the indemnity payment or additional amounts that the Person making the assignment or transfer to such Assignee, or Bank (or Assignee) making the designation of such New Lending Office, would have been entitled to receive in the absence of such assignment, transfer or designation or (ii) the obligation to pay such additional amounts would not have arisen but for a failure by such Non-U.S. Bank to comply with the provisions of paragraph (d) above.
(f) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 2.09 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 (Scana Corp)
General Provisions as to Payments. (a) The Borrower shall make each payment of principal of, and interest on, the Loan Term Loans, Swing Line Loans and Revolving Credit Loans and of Fees commitment fees hereunder, not later than 11:00 A.M. (Atlanta, Georgia time) on the date when due, in federal Federal or other funds immediately available in Atlanta, Georgia, to the Administrative Agent at its address referred to in SECTION 10.01. All payments received by Section 9.01, and any such payment to the Administrative Agent after 11:00 A.M. (Atlanta, Georgia time) on any Business Day in accordance with this Section 2.11 shall be deemed satisfy in full the Borrower's obligation to be received on make such payment hereunder and under the following Business DayNotes. The Administrative Agent will promptly distribute to each Lender Bank its Pro Rata Share ratable share of each such payment received by the Administrative Agent for the account of the LendersBanks.
(b) Whenever any payment of principal of, or interest on, the Loan Base Rate Loans or of Fees hereunder fees 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 shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.
(c) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to the any Term Loan, Swing Line Loan or any Fee Revolving Credit 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 LenderBank, (i) taxes imposed on or measured by its net income, and (ii) franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender Bank is organized or any political subdivision thereof andthereof, in the case of each Lender, and (iii) taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such LenderBank'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 the any Term Loan, Swing Line Loan or any Fee Revolving Credit Loan or fee or other amount, promptly after receiving notice thereof, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Lender Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Lender Bank additional amounts as may be necessary in order that the amount received by such Lender Bank after the required withholding or other payment shall equal the amount such Lender 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 the of any Term Loan, Swing Line Loan or any Fee Revolving Credit Loan or fee relating thereto, upon the request of any Bank having a reasonable belief or concern that such Bank may be subject to Taxes, the Borrower shall furnish any Lenderfurnish, at such LenderBank's request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to such LenderBank, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower fail 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 Lender Bank for, and indemnify it with respect to, the tax consequences of the Borrower's failure to provide evidence of tax payments or tax exemption. Before making In the event any claim Bank receives a refund of any Taxes paid by the Borrower pursuant to this SECTIONSection 2.11, it will pay to the Borrower the amount of such Lender refund promptly upon receipt thereof; provided, however, if at any time thereafter it is required to return such refund, the Borrower shall designate promptly repay to it the amount of such refund. Each Bank organized under the laws of a different Lending Office if jurisdiction other than the United States or any state thereof shall deliver to the Borrower, with a copy to the Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and Acceptance, as applicable, (i) two United States Internal Revenue Service Forms 4224 or Forms 1001, as applicable (or successor forms) properly completed and certifying in each case that such designation will avoidBank is entitled to a complete exemption from withholding or deduction for or on account of any United States federal income taxes, and (ii) an Internal Revenue Service Form W-8 or W-9 or successor applicable form, as the case may be, to establish an exemption from United States backup withholding taxes. Each such Bank further agrees to deliver to the Borrower, with a copy to the Agent, a Form 1001 or 4224 and Form W-8 or W-9, or successor applicable forms or manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrower, certifying in the case of a Form 1001 or 4224 that such Bank is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes (unless in any such case an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders such forms inapplicable or the exemption to which such forms relate unavailable and such Bank notifies the Borrower and the Agent that it is not entitled to receive payments without deduction or withholding of United States federal income taxes) and, in the case of a Form W-8 or W-9, establishing an exemption from United States backup withhold tax. Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 2.11 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 Loan Loans and of Fees commitment fees hereunder, not later than 11:00 A.M. a.m. (Atlanta, Georgia time) on the date when due, in federal Federal or other funds immediately available in Atlanta, Georgia, to the Administrative Agent at its address referred to in SECTION 10.01. All payments received by the Administrative Agent after 11:00 A.M. (Atlanta, Georgia time) on any Business Day shall be deemed to be received on the following Business DaySection 9.01. The Administrative Agent will promptly distribute to each Lender Bank its Pro Rata Share ratable share of each such payment received by the Administrative Agent for the account of the LendersBanks.
(b) Whenever any payment of principal of, or interest on, the Loan Base Rate Loans or the Money Market Loans or of Fees hereunder fees shall be due on a day which that 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 shall be due on a day that is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.
(c) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to the any Loan or any Fee 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 LenderBank, taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender Bank is organized or any political subdivision thereof and, in the case of each LenderBank, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such LenderBank'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 Applicable Law to make any such withholding or deduction of Taxes with respect to the any Loan or any Fee fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Lender Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Lender Bank additional amounts as may be necessary in order that the amount received by such Lender Bank after the required withholding or other payment shall equal the amount such Lender 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 the of any Loan or any Fee fee relating thereto, the Borrower shall furnish any LenderBank, at such LenderBank's request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to such LenderBank, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower fail 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 Lender Bank for, and indemnify it them with respect to, the tax consequences of the Borrower's failure to provide evidence of tax payments or tax exemption. Before making In the event any claim Bank receives a refund of any Taxes paid by the Borrower pursuant to this SECTIONSection 2.12, it will pay to the Borrower the amount of such Lender refund promptly upon receipt thereof; provided, however, if at any time thereafter it is required to return such refund, the Borrower shall designate 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 different Lending Office if such designation will avoidcontinuing 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 Borrowers shall make each payment of principal of, and interest on, the Loan Advances and of Fees fees hereunder, not later than 11:00 A.M. (AtlantaWinston-Salem, Georgia North Carolina time) on the date when due, in federal Federal or other funds immediately available in AtlantaWinston-Salem, GeorgiaNorth Carolina, to the Administrative Agent at its address referred to in SECTION 10.01Section 9.01. All payments received by Subject to the Administrative Agent after 11:00 A.M. (Atlantaterms of Section 2.02(d), Georgia time) on any Business Day shall be deemed to be received on the following Business Day. The Administrative Agent will promptly distribute to each Lender Bank its Pro Rata Share ratable share of each such payment received by the Administrative Agent for the account of the LendersBanks; 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 Loan Advances or of Fees hereunder fees 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. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.
(c) All payments of principal, interest and fees and all other amounts to be made by the Borrower Borrowers pursuant to this Agreement with respect to the Loan any Advance or any Fee 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 LenderBank, taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender Bank is organized or any political subdivision thereof and, in the case of each LenderBank, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such Lender's 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 either Borrower is required by applicable law to make any such withholding or deduction of Taxes with respect to the Loan any Advance or any Fee fee or other amount, the such Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Lender Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Lender Bank additional amounts as may be necessary in order that the amount received by such Lender Bank after the required withholding or other payment shall equal the amount such Lender 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 the Loan of any Advance or any Fee fee relating thereto, the Borrower Borrowers shall furnish any LenderBank, at such Lender's Bank’s request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to such LenderBank, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower Borrowers fail 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 Borrowers hereby agrees agree to compensate such Lender Bank for, and indemnify it them with respect to, the tax consequences of the Borrower's Borrowers’ failure to provide evidence of tax payments or tax exemption. Before making In the event any claim Bank receives a refund of any Taxes paid by the Borrowers pursuant to this SECTIONSection 2.12, it will pay to the paying Borrower the amount of such Lender refund promptly upon receipt thereof; provided, however, if at any time thereafter it is required to return such refund, the Borrowers shall designate promptly repay to it the amount of such refund. Without prejudice to the survival of any other agreement of the Borrowers hereunder, the agreements and obligations of the Borrowers 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 different Lending Office if such designation will avoidcontinuing 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 Loan Loans and of Fees fees hereunder, not later than 11:00 A.M. (Atlanta, Georgia time) on the date when due, in federal Federal or other funds immediately available in Atlanta, Georgia, to the Administrative Agent at its address referred to in SECTION 10.01. All payments received by the Administrative Agent after 11:00 A.M. (Atlanta, Georgia time) on any Business Day shall be deemed to be received on the following Business DaySection 9.01. The Administrative Agent will promptly distribute to each Lender Bank its Pro Rata Share ratable share of each such payment received by the Administrative Agent for the account of the LendersBanks.
(b) Whenever any payment of principal of, or interest on, the Loan Base Rate Loans or of Fees 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 shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day.
(c) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to the any Loan or any Fee 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 LenderBank, taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender Bank (as the case may be) is organized or any political subdivision thereof and, in the case of each LenderBank, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such LenderBank'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 the any Loan or any Fee fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Lender Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Lender Bank additional amounts as may be necessary in order that the amount received by such Lender Bank after the required withholding or other payment shall equal the amount such Lender 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 the any Loan or any Fee fee relating thereto, the Borrower shall furnish any LenderBank, at such LenderBank's reasonable request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to such LenderBank, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower fail 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 Lender Bank for, and indemnify it them with respect to, the tax consequences of the Borrower's failure to provide evidence of tax payments or tax exemption. Before making Each Bank which is not organized under the laws of the United States or any claim state thereof agrees, 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 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 SECTIONSection 2.11(c), it will pay to the Borrower the amount of such Lender refund promptly upon receipt thereof; provided that if at any time thereafter it is required to return such refund, the Borrower shall designate 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 2.11(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 different Lending Office if such designation will avoidcontinuing 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 (Trion Inc)
General Provisions as to Payments. (a) The Borrower shall make each payment of principal of, and interest on, the Loan Advances and of Fees facility fees and other fees hereunder, not later than 11:00 A.M. (Atlanta, Georgia time) on the date when due, in federal Federal or other funds immediately available in Atlanta, Georgia, to the Administrative Agent at its address referred to in SECTION 10.01. All payments received by the Administrative Agent after 11:00 A.M. (Atlanta, Georgia time) on any Business Day shall be deemed to be received on the following Business DaySection 9.01. The Administrative Agent will promptly distribute to each Lender Bank its Pro Rata Share ratable share of each such payment received by the Administrative Agent for the account of the LendersBanks.
(b) Whenever any payment of principal of, or interest on, the Loan Base Rate Loans, the Money Market Loans or of Fees hereunder fees 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 shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.
(c) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to the Loan any Advance or any Fee 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 LenderBank, taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender Bank is organized or any political subdivision thereof and, in the case of each LenderBank, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such LenderBank'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 the Loan any Advance or any Fee fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Lender Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Lender Bank additional amounts as may be necessary in order that the amount received by such Lender Bank after the required withholding or other payment shall equal the amount such Lender 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 the Loan of any Advance or any Fee fee relating thereto, the Borrower shall furnish any LenderBank, at such LenderBank's request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to such LenderBank, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower fail 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 Lender Bank for, and indemnify it them with respect to, the tax consequences of the Borrower's failure to provide evidence of tax payments or tax exemption. Before making In the event any claim Bank receives a refund of any Taxes paid by the Borrower pursuant to this SECTIONSection 2.12, it will pay to the Borrower the amount of such Lender refund promptly upon receipt thereof; provided, however, if at any time thereafter it is required to return such refund, the Borrower shall designate 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 (i) be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee, and (ii) constitute a different Lending Office if such designation will avoidcontinuing 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 (Liberty Corp)
General Provisions as to Payments. (a) The Borrower shall make each payment of principal of, and interest on, the Loan Loans and of Fees fees hereunder, not later than 11:00 A.M. 1:00 P.M. (Atlanta, Georgia time) on the date when due, in federal Federal or other funds immediately available in Atlanta, Georgia, to the Administrative Agent at its address referred to in SECTION 10.01. All payments received by the Administrative Agent after 11:00 A.M. (Atlanta, Georgia time) on any Business Day shall be deemed to be received on the following Business DaySection 9.01. The Administrative Agent will promptly distribute to each Lender Bank its Pro Rata Share ratable share of each such payment received by the Administrative Agent for the account of the LendersBanks.
(b) Whenever any payment of principal of, or interest on, the Loan Base Rate Loans or, during the Treasury Rate Period, the Term Loans, or of Fees 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 shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day.
(c) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to the any Loan or any Fee 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 LenderBank, taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender Bank is organized or any political subdivision thereof and, in the case of each LenderBank, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such Lender'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 the Loan or any Fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Lender in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Lender additional amounts as may be necessary in order that the amount received by such Lender after the required withholding or other payment shall equal the amount such Lender would have received had no such withholding or other payment been made. If no withholding or deduction of Taxes are payable in respect to the Loan or any Fee relating thereto, the Borrower shall furnish any Lender, at such Lender's request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to such Lender, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower fail 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 Lender for, and indemnify it with respect to, the tax consequences of the Borrower's failure to provide evidence of tax payments or tax exemption. Before making any claim pursuant to this SECTION, such Lender shall designate a different Lending Office if such designation will avoidof
Appears in 1 contract
Samples: Term Loan Credit Agreement (Gables Residential Trust)
General Provisions as to Payments. (a) The Borrower shall make each payment of principal of, and interest on, the Loan Loans and of Fees facility fees hereunder, not later than 11:00 A.M. (Atlanta, Georgia time) on the date when due, in federal Federal or other funds immediately available in Atlanta, Georgia, to the Administrative Agent at its address referred to in SECTION 10.01. All payments received by the Administrative Agent after 11:00 A.M. (Atlanta, Georgia time) on any Business Day shall be deemed to be received on the following Business DaySection 9.01. The Administrative Agent will promptly distribute to each Lender Bank its Pro Rata Share ratable share of each such payment received by the Administrative Agent for the account of the LendersBanks.
(b) Whenever any payment of principal of, or interest on, the Loan Base Rate Loans or the Money Market Loans or of Fees hereunder fees 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 shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro- Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.
(c) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to the any Loan or any Fee 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 LenderBank, taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender Bank is organized or any political subdivision thereof and, in the case of each LenderBank, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such LenderBank'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 the any Loan or any Fee fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Lender Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Lender Bank additional amounts as may be necessary in order that the amount received by such Lender Bank after the required withholding or other payment shall equal the amount such Lender 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 the of any Loan or any Fee fee relating thereto, the Borrower shall furnish any LenderBank, at such LenderBank's request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to such LenderBank, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower fail 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 Lender Bank for, and indemnify it them with respect to, the tax consequences of the Borrower's failure to provide evidence of tax payments or tax exemption. Before making Each Bank that is organized under the laws of any jurisdiction other than the United States of America or any state thereof (including the District of Columbia) agrees to furnish to the Borrower and the Agent, prior to the time it becomes a Bank hereunder, two copies of either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue Service Form 1001 or any successor forms thereto (wherein such Bank claims entitlement to complete exemption from or reduced rate of U.S. Federal withholding tax on interest paid by the Borrower hereunder) and to provide to the Borrower and the Agent a new Form 4224 or Form 1001 or any successor forms thereto if any previously delivered form is found to be incomplete or incorrect in any material respect or upon the obsolescence of any previously delivered form; provided, however, that no Bank shall be required to furnish a form under this paragraph after the date that it becomes a Bank hereunder if it is not entitled to claim an exemption from or a reduced rate of withholding under applicable law. In the event any Bank receives a refund of any Taxes paid by the Borrower pursuant to this SECTIONSection 2.12, it will pay to the Borrower the amount of such Lender refund promptly upon receipt thereof; provided, however, if at any time thereafter it is required to return such refund, the Borrower shall designate 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 different Lending Office if such designation will avoidcontinuing 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 Loan Loans and of Fees fees hereunder, not later than 11:00 A.M. (Atlanta, Georgia time) on the date when due, in federal Federal or other funds immediately available in Atlanta, Georgia, to the Administrative Agent at its address referred to in SECTION 10.01. All payments received by the Administrative Agent after 11:00 A.M. (Atlanta, Georgia time) on any Business Day shall be deemed to be received on the following Business DaySection 9.01. The Administrative Agent will promptly distribute to each Lender Bank its Pro Rata Share ratable share of each such payment received by the Administrative Agent for the account of the LendersBanks.
(b) Whenever any payment of principal of, or interest on, the Loan Base Rate Loans or of Fees 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 shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day.
(c) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to the any Loan or any Fee 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 LenderBank, taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender Bank (as the case may be) is organized or any political subdivision thereof and, in the case of each LenderBank, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such LenderBank'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 the any Loan or any Fee fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Lender Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Lender Bank additional amounts as may be necessary in order that the amount received by such Lender Bank after the required withholding or other payment shall equal the amount such Lender 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 the any Loan or any Fee fee relating thereto, the Borrower shall furnish any Lenderany, at such LenderBank's request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to such Lendersuch, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower fail 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 Lender Bank for, and indemnify it them with respect to, the tax consequences of the Borrower's failure to provide evidence of tax payments or tax exemption. Before making 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 claim 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 SECTIONSection 2.11(c), it will pay to the Borrower the amount of such Lender refund promptly upon receipt thereof; provided, however, if at any time thereafter it is required to return such refund, the Borrower shall designate 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 2.11(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 different Lending Office if such designation will avoidcontinuing 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 Loan Term Loans and Revolving Credit Loans and of Fees facility and unused fees hereunder, not later than 11:00 A.M. (Atlanta, Georgia time) on the date when due, in federal Federal or other funds immediately available in Atlanta, Georgia, to the Administrative Agent at its address referred to in SECTION 10.01. All payments received by the Administrative Agent after 11:00 A.M. (Atlanta, Georgia time) on any Business Day shall be deemed to be received on the following Business DaySection 9.01. The Administrative Agent will promptly distribute to each Lender Bank its Pro Rata Share ratable share of each such payment received by the Administrative Agent for the account of the LendersBanks.
(b) Whenever any payment of principal of, or interest on, the Loan Base Rate Loans or the Money Market Loans or of Fees hereunder fees 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 shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.
(c) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to the any Term Loan or any Fee Revolving Credit 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 LenderBank, (i) taxes imposed on or measured by its net income, and (ii) franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender Bank is organized or any political subdivision thereof andthereof, in the case of each Lender, and (iii) taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such LenderBank's applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, imposts, levies, duties, deductions or withholdings of any nature being "Non-excluded Taxes"). In the event that the Borrower is required by applicable law to make any such withholding or deduction of Non-excluded Taxes with respect to the any Term Loan or any Fee Revolving Credit Loan or fee or other amount, promptly after receiving notice thereof, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Lender Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Lender Bank additional amounts as may be necessary in order that the amount received by such Lender Bank after the required withholding or other payment shall equal the amount such Lender Bank would have received had no such withholding or other payment been made. If no withholding or deduction of Non-excluded Taxes are payable in respect to the of any Term Loan or any Fee Revolving Credit Loan or fee relating thereto, the Borrower shall furnish any LenderBank, at such LenderBank's request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to such LenderBank, in either case stating that such payments are exempt from or not subject to withholding or deduction of Non- excluded Taxes. If the Borrower fail fails to provide such original or certified copy of a receipt evidencing payment of Non-excluded Taxes or certificate(s) or opinion of counsel of exemption, the Borrower hereby agrees to compensate such Lender Bank for, and indemnify it them with respect to, the tax consequences of the Borrower's failure to provide evidence of tax payments or tax exemption. Before making In the event any claim Bank receives a refund of any Non-excluded Taxes paid by the Borrower pursuant to this SECTIONSection 2.12, it will pay to the Borrower the amount of such Lender refund promptly upon receipt thereof; provided, however, if at any time thereafter it is required to return such refund, the Borrower shall designate 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 different Lending Office if such designation will avoidcontinuing 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 (Meredith Corp)
General Provisions as to Payments. (a) The Borrower shall make each payment of principal of, and interest on, the Loan Loans and of Fees fees hereunder, not later than 11:00 A.M. (Atlanta, Georgia time) on the date when due, in federal Federal or other funds immediately available in Atlanta, Georgia, to the Administrative Agent at its address referred to in SECTION 10.01. All payments received by the Administrative Agent after 11:00 A.M. (Atlanta, Georgia time) on any Business Day shall be deemed to be received on the following Business DaySection 9.01. The Administrative Agent will promptly distribute to each Lender Bank its Pro Rata Share ratable share of each such payment received by the Administrative Agent for the account of the LendersBanks.
(b) Whenever any payment of principal of, or interest on, the Loan Base Rate Loans, Money Market Loans or of Fees 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 shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day.
(c) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to the any Loan or any Fee 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 LenderBank, 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 Lender Bank is organized or any political subdivision thereof and, in the case of each LenderBank, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such LenderBank'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 the any Loan or any Fee fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Lender Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Lender Bank additional amounts as may be necessary in order that the amount received by such Lender Bank after the required withholding or other payment shall equal the amount such Lender 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 the any Loan or any Fee fee relating thereto, the Borrower shall furnish any LenderBank, at such LenderBank's request, either (at the option of the Borrower) a certificate from each applicable taxing authority or an opinion of counsel acceptable to such LenderBank, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower fail 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 Lender Bank for, and indemnify it them with respect to, the tax consequences of the Borrower's failure to provide evidence of tax payments or tax exemption. Before making Each Bank which is not organized under the laws of the United States or any claim state thereof agrees, 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 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 SECTIONSection 2.12(c), it will pay to the Borrower the amount of such Lender refund promptly upon receipt thereof; provided that if at any time thereafter it is required to return such refund, the Borrower shall designate 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 different Lending Office if such designation will avoidcontinuing 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 Loan and of Fees fees hereunder, not later than 11:00 A.M. (AtlantaRichmond, Georgia Virginia time) on the date when due, to the Bank at its Applicable Lending Office, in federal Federal or other funds immediately available in Atlanta, Georgia, to the Administrative Agent at its address referred to in SECTION 10.01such Applicable Lending Office. All payments received by the Administrative Agent after 11:00 A.M. (Atlanta, Georgia time) on any Business Day shall be deemed to be received on the following Business Day. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share of each such payment received by the Administrative Agent for the account of the Lenders.
(b) Whenever any payment of principal of, or interest on, the Loan any Daily Federal Funds Loans, Term Federal Funds Loans or Prime Rate Loans or of Fees hereunder fees 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.
(c) All payments . Whenever any payment of principalprincipal of, or interest on, any Euro-Dollar Loan shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest and fees and all other amounts to thereon shall be payable for such extended time. All such payments shall be made by the Borrower pursuant to this Agreement with respect to the Loan without setoff or any Fee relating thereto shall be paid counterclaim and without deduction reduction for, and free from, any taxand all present or future taxes, levies, imposts, leviesduties, dutiesfees, charges, deductions, withholdings, restrictions or withholdings conditions of any nature now or at anytime hereafter imposed by any governmental authority government or by any political subdivision or taxing authority thereof or therein (but excluding in the case of each Lender, any taxes imposed on or measured by its the overall net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender is organized or any political subdivision thereof and, in the case of each Lender, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such Lender'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 the Loan or any Fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Lender in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Lender additional amounts as may be necessary in order that the amount received by such Lender after the required withholding or other payment shall equal the amount such Lender would have received had no such withholding or other payment been made. If no withholding or deduction of Taxes are payable in respect to the Loan or any Fee relating thereto, the Borrower shall furnish any Lender, at such Lender's request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to such Lender, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower fail 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 Lender for, and indemnify it with respect to, the tax consequences income of the Borrower's failure to provide evidence of tax payments or tax exemption. Before making any claim pursuant to this SECTION, such Lender shall designate a different Lending Office if such designation will avoidBank).
Appears in 1 contract
Samples: Credit Agreement (Criimi Mae Inc)
General Provisions as to Payments. (a) The Borrower shall make each payment of principal of, and interest on, the Loan Loans and of Fees fees hereunder, not later than 11:00 A.M. (AtlantaCharlotte, Georgia North Carolina time) on the date when due, in federal Federal or other funds immediately available in AtlantaCharlotte, GeorgiaNorth Carolina, to the Administrative Agent at its address referred to in SECTION 10.01. All payments received by the Administrative Agent after 11:00 A.M. (Atlanta, Georgia time) on any Business Day shall be deemed to be received on the following Business Day. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share of each such payment received by the Administrative Agent for the account of the LendersSection 9.01.
(b) Whenever any payment of principal of, or interest on, the Loan Base Rate Loans or Money Market Loans or of Fees 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 shall be due on a day which is not a Euro-Dollar Business Day the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day.
(c) All payments of principal, interest and fees and all other amounts to be made by the a Borrower pursuant to this Agreement with respect to the any Loan or any Fee 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 LenderBank, taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender Bank is organized or any political subdivision thereof and, in the case of each LenderBank, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such LenderBank'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 the any Loan or any Fee fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Lender Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Lender Bank additional amounts as may be necessary in order that the amount received by such Lender Bank after the required withholding or other payment shall equal the amount such Lender 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 the any Loan or any Fee fee relating thereto, the Borrower shall furnish any LenderBank, at such LenderBank's request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to such LenderBank, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower fail 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 Lender Bank for, and indemnify it them with respect to, the tax consequences of the Borrower's failure to provide evidence of tax payments or tax exemption. Before making Each Bank which is not organized under the laws of the United States or any claim state thereof agrees, 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 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 SECTIONSection 2.12(d), 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. If any Bank determines that it is entitled to a reduction in (and not a complete exemption from) the applicable withholding Tax, such Lender Bank shall designate notify the Borrower and the Agent, and the Borrower and the Agent may withhold from any interest payment to such Bank an amount equivalent to the applicable reduction in withholding Tax. If any of the forms or other documentation required above are not delivered to the Agent as therein required, then the Borrower and the Agent may withhold from any interest payment to such Bank not providing such forms or other documentation an amount equivalent to the applicable withholding Tax. 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(d) 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 different continuing agreement and shall survive the termination of this Agreement and the payment in full or cancellation of the Notes. Any of the Agent or any Bank claiming any additional amounts payable pursuant to this Section 2.12(d) 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 designation will avoidfiling or change would avoid the need for or reduce the amount of any such additional amounts that may thereafter accrue or avoid the circumstances giving rise to such exercise and would not, in the reasonable determination of the Agent or such Bank, as the case may be, result in any additional costs, expenses or risks or be otherwise disadvantageous to it. Each of the Agent and each Bank agrees to use reasonable efforts to notify the Borrower as promptly as practicable upon its becoming aware that circumstances exist that would cause the Borrower to become obligated to pay additional amounts to the Agent or such Bank pursuant to this Section 2.12(d).
Appears in 1 contract
Samples: Credit Agreement (Culp Inc)
General Provisions as to Payments. (a) The Borrower shall make each payment of principal of, and interest on, the Loan Loans and of Fees fees hereunder, not later than 11:00 A.M. 1:00 P.M. (Atlanta, Georgia time) on the date when due, in federal Federal or other funds immediately available in Atlanta, Georgia, to the Administrative Agent at its address referred to in SECTION 10.01. All payments received by the Administrative Agent after 11:00 A.M. (Atlanta, Georgia time) on any Business Day shall be deemed to be received on the following Business DaySection 9.01. The Administrative Agent will promptly distribute to each Lender Bank its Pro Rata Share ratable share of each such payment received by the Administrative Agent for the account of the LendersBanks.
(b) Whenever any payment of principal of, or interest on, the Loan Base Rate Loans or of Fees 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 shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day.
(c) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to the any Loan or any Fee 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 LenderBank, taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender Bank (as the case may be) is organized or any political subdivision thereof and, in the case of each LenderBank, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such LenderBank'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 the Loan or any Fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Lender in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Lender additional amounts as may be necessary in order that the amount received by such Lender after the required withholding or other payment shall equal the amount such Lender would have received had no such withholding or other payment been made. If no withholding or deduction of Taxes are payable in respect to the Loan or any Fee relating thereto, the Borrower shall furnish any Lender, at such Lender's request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to such Lender, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower fail 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 Lender for, and indemnify it with respect to, the tax consequences of the Borrower's failure to provide evidence of tax payments or tax exemption. Before making any claim pursuant to this SECTION, such Lender shall designate a different Lending Office if such designation will avoid
Appears in 1 contract
Samples: Term Loan Credit Agreement (Springs Industries Inc)
General Provisions as to Payments. (a) The Borrower shall make each payment of principal of, and interest on, the Loan each Bank's Loans and of Fees each Bank's facility fees hereunder, not later than 11:00 A.M. a.m. (Atlanta, Georgia time) on the date when due, in federal Federal or other funds (subject to paragraph (c) of this Section with respect to Foreign Currency Loans) immediately available in Atlanta, Georgia, to the Administrative Agent at its address referred to in SECTION 10.01. All payments received by the Administrative Agent after 11:00 A.M. (Atlanta, Georgia time) on any Business Day shall be deemed to be received on the following Business DaySection 9.01. The Administrative Agent will promptly distribute to each Lender Bank its Pro Rata Share ratable share of each such payment received by the Administrative Agent for the account of the LendersBanks.
(b) Whenever any payment of principal of, or interest on, the Loan Base Rate Loans or of Fees hereunder fees 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 Fixed 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 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. If the date for any payment of principal is extended by operation of law or otherwise, interest 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 the any Loan or any Fee 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 LenderBank, taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender Bank is organized or any political subdivision thereof and, in the case of each LenderBank, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such LenderBank'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 the any Loan or any Fee fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Lender Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Lender Bank additional amounts as may be necessary in order that the amount received by such Lender Bank after the required withholding or other payment shall equal the amount such Lender 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 the of any Loan or any Fee fee relating thereto, the Borrower shall furnish any Lenderfurnish, at such LenderBank's reasonable request, a certificate from each applicable taxing authority or an opinion of counsel evidence reasonably acceptable to such LenderBank, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower fail fails to provide such original or certified copy of a receipt evidencing payment of Taxes or certificate(s) or opinion of counsel of exemptionevidence, the Borrower hereby agrees to compensate such Lender Bank for, and indemnify it them with respect to, the tax consequences of the Borrower's failure to provide evidence of tax payments or tax exemption. Before making In the event any claim Bank receives a refund of any Taxes paid by the Borrower pursuant to this SECTIONSection 2.12(d), 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.
(e) Each Bank which shall be a foreign person (a person other than a United States person for United States Federal income tax purposes) hereby agrees that:
(i) it shall no later than the Closing Date (or, in the case of a Bank which shall become a party hereto pursuant to Section 9.07 after the Closing Date, the date upon which such Bank shall become a party hereto) deliver to the Borrower (with a copy to the Administrative Agent)
(A) if any Lending Office is located in the United States, two (2) accurate and complete signed originals of Internal Revenue Service Form W-8ECI (or any successors thereto) ("Form ECI"), and/or (B) if any Lending Office is located outside the United States, two (2) accurate 30 and complete signed originals of Internal Revenue Service Form W-8BEN (or any successor thereto) ("Form BEN"), in each case indicating that such Bank is on the date of delivery thereof entitled to receive payments of principal, interest and fees for the account of such Lending Office or Lending Offices under this Agreement free from withholding of United States Federal income tax, in the case of Form BEN, pursuant to a United States tax treaty currently in effect and for which notice of termination has not been given (and, if any political subdivision of the United States shall impose similar reporting requirements with respect to payments to such Bank under this Agreement and such Bank shall receive notice from the Borrower of the same, such Lender Bank shall designate deliver any applicable forms to the Borrower with a different copy to the Administrative Agent promptly after receipt of such notice);
(ii) if at any time such Bank shall change its Lending Office or Lending Offices or select an additional Lending Office as herein provided, it shall, at the same time or reasonably promptly thereafter, deliver to the Borrower (with a copy to the Administrative Agent) in replacement for, or in addition to, the forms previously delivered by it hereunder (A) if such designation changed or additional Lending Office is located in the United States, two (2) accurate and complete signed originals of Form ECI or (B) otherwise, two (2) accurate and complete signed originals of Form BEN, in each case indicating that such Bank is on the date of delivery thereof entitled to receive payments of principal, interest and fees for the account of such changed or additional Lending Office under this Agreement free from withholding of United States Federal income tax;
(iii) it shall, before or promptly after the occurrence of any event (including the passing of time but excluding any event mentioned in (ii) above) requiring a change in the most recent Form ECI or Form BEN previously delivered by such Bank and if the delivery of the same be lawful, deliver to the Borrower (with a copy to the Administrative Agent) two (2) accurate and complete original signed copies of Form ECI or Form BEN in replacement for the forms previously delivered by such Bank;
(iv) if such Bank claims exemption from withholding tax under a United States tax treaty by providing a Form BEN and such Bank sells or grants a participation of all or part of its rights under this Agreement, such Bank shall notify the Borrower and the Administrative Agent of the percentage amount in which it is no longer the beneficial owner under this Agreement. To the extent of this percentage amount, the Borrower shall treat such Bank's Form BEN as no longer in compliance with this Section 2.12(e). In the event a Bank claiming exemption from United States withholding tax by filing Form ECI with the Borrower, sells or grants a participation in its rights under this Agreement, such Bank agrees to undertake sole responsibility for complying with the withholding tax requirements imposed by Sections 1441 and 1442 of the Code;
(v) if the Internal Revenue Service or any authority of the United States of America or other jurisdiction successfully asserts a claim that the Administrative Agent or the Borrower did not properly 31 withhold tax from amounts paid to or for the account of any Bank (because the appropriate form was not delivered, was not properly executed, or because such Bank failed to notify the Borrower or the Administrative Agent of a change in circumstances which rendered the exemption from withholding tax ineffective), such Bank shall indemnify the Administrative Agent and/or the Borrower, as applicable, fully for all amounts paid, directly or indirectly, by the Administrative Agent and/or the Borrower, as applicable, as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to the Administrative Agent and/or the Borrower, as applicable under this paragraph (e), together with all costs, expenses and attorneys' fees (including the reasonable allocated costs for in-house staff counsel); and
(vi) it shall, promptly upon the Administrative Agent's or the Borrower's reasonable request to that effect, deliver to the Borrower (with a copy to the Administrative Agent) such other forms or similar documentation as may be required from time to time by any applicable law, treaty, rule or regulation in order to establish such Bank's tax status for withholding purposes.
(f) The Borrower will avoidnot be required to pay any additional amounts in respect of United States Federal income tax pursuant to Section 2.12(d) to any Bank for the account of any Lending Office of such Bank:
(i) if the obligation to pay such additional amounts would not have arisen but for a failure by such Bank to comply with its obligations under Section 2.12(e) in respect of such Lending Office;
(ii) if such Bank shall have delivered to the Borrower a Form ECI in respect of such Lending Office pursuant to Section 2.12(e) and such Bank shall not at any time be entitled to exemption from deduction or withholding of United States Federal income tax in respect of payments by the Borrower hereunder for the account of such Lending Office for any reason other than a change in United States law or regulations or in the official interpretation of such law or regulations by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) after the date of delivery of such Form ECI; or
(iii) if such Bank shall have delivered to the Borrower a Form BEN in respect of such Lending Office pursuant to Section 2.12(e) and such Bank shall not at any time be entitled to exemption from deduction or withholding of United States Federal income tax in respect of payments by the Borrower hereunder for account of such Lending Office for any reason other than a change in United States law or regulations or any applicable tax treaty or regulations or in the official interpretation of any such law, treaty or regulations by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) after the date of delivery of such Form BEN.
(g) If, at any time, the Borrower shall request any Bank to deliver any forms or other documentation pursuant to Section 2.12(e)(vi), then the Borrower shall, on demand of such Bank, reimburse such Bank for any reasonable costs or expenses incurred by such Bank in the preparation or delivery of such forms or other documentation.
(h) If the Borrower shall be required to pay additional amounts to any Bank pursuant to Section 2.12(d), then such Bank shall use its best efforts (consistent with legal and regulatory restrictions) to change the jurisdiction of its Lending Office so as to eliminate any such additional payment by the Borrower which may thereafter accrue if such change in the judgment of such Bank shall not otherwise be disadvantageous to such Bank.
(i) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in Section 2.12(d) 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 Loan Loans and of Fees facility fees hereunder, not later than 11:00 A.M. (Atlanta, Georgia time) on the date when due, in federal Federal or other funds immediately available in Atlanta, Georgia, to the Administrative Agent at its address referred to in SECTION 10.01. All payments received by the Administrative Agent after 11:00 A.M. (Atlanta, Georgia time) on any Business Day shall be deemed to be received on the following Business DaySection 9.01. The Administrative Agent will promptly distribute to each Lender Bank its Pro Rata Share ratable share of each such payment received by the Administrative Agent for the account of the LendersBanks.
(b) Whenever any payment of principal of, or interest on, Base Rate Loans or the Loan Money Market Loans or of Fees hereunder fees 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 shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.
(c) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to the any Loan or any Fee 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 LenderBank, taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender Bank is organized or any political subdivision thereof and, in the case of each LenderBank, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such LenderBank'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 the any Loan or any Fee fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Lender Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Lender Bank additional amounts as may be necessary in order that the amount received by such Lender Bank after the required withholding or other payment shall equal the amount such Lender 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 the of any Loan or any Fee fee relating thereto, the Borrower shall furnish any LenderBank, at such LenderBank's request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to such LenderBank, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower fail 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 Lender Bank for, and indemnify it with respect to, the tax consequences of the Borrower's failure to provide evidence of tax payments or tax exemption. Before making In the event any claim Bank receives a refund of any Taxes paid by the Borrower pursuant to this SECTIONSection 2.12, it will pay to the Borrower the amount of such Lender refund promptly upon receipt thereof; provided, however, if at any time thereafter it is required to return such refund, the Borrower shall designate 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 different Lending Office if such designation will avoidcontinuing 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 Loan Bank's Loans and of Fees fees hereunder, not later than 11:00 A.M. (Atlanta, Georgia time) on the date when due, in federal Federal or other funds immediately available in Atlanta, Georgiaat the place where payment is due, to the Administrative Agent Bank at its address referred to in SECTION 10.01. All payments received by the Administrative Agent after 11:00 A.M. (Atlanta, Georgia time) on any Business Day shall be deemed to be received set forth on the following Business Day. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share of each such payment received by the Administrative Agent for the account of the Lenderssignature pages hereof.
(b) Whenever any payment of principal of, or interest on, the Loan Base Rate Loans or of Fees hereunder fees 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 shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.
(c) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to the any Loan or any Fee 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 Lenderthe 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 Lender the Bank is organized or any political subdivision thereof and, in the case of each Lenderthe Bank, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such Lenderthe 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 the any Loan or any Fee fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Lender 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 Lender the Bank additional amounts as may be necessary in order that the amount received by such Lender the Bank after the required withholding or other payment shall equal the amount such Lender the 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 the of any Loan or any Fee fee relating thereto, the Borrower shall furnish any Lenderthe Bank, at such Lenderthe Bank's request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to such Lenderthe Bank, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower fail 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 Lender the Bank for, and indemnify it with respect to, the tax consequences of the Borrower's failure to provide evidence of tax payments or tax exemption. Before making In the event the Bank receives a refund of any claim Taxes paid by the Borrower pursuant to this SECTIONSection 2.11, it will pay to the Borrower the amount of such Lender refund promptly upon receipt thereof; provided, however, it at any time thereafter it is required to return such refund, the Borrower shall designate 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 2.11 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 (provided that each Participant shall not be entitled to any compensation greater than that which would have been received by the Bank under similar circumstances), and (ii) constitute a different Lending Office if such designation will avoidcontinuing 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 Loan Loans and of Unutilized Commitment Fees and other fees due hereunder, not later than 11:00 A.M. (Atlanta, Georgia time) on the date when due, in federal Federal or other funds immediately available in Atlanta, Georgia, to the Administrative Agent at its address referred to in SECTION 10.01. All payments received by the Administrative Agent after 11:00 A.M. (Atlanta, Georgia time) on any Business Day shall be deemed to be received on the following Business DaySection 11.01. The Administrative Agent will promptly distribute to each Lender Bank its Pro Rata Share ratable share of each such payment received by the Administrative Agent for the account of the LendersBanks.
(b) Whenever any payment of principal of, or interest on, the Loan Base Rate Loans or of Fees hereunder fees 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 shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.
(c) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to the any Loan or any Fee 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 LenderBank, taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender Bank is organized or any political subdivision thereof and, in the case of each LenderBank, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such LenderBank'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 the any Loan or any Fee fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Lender Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Lender additional amounts as may be necessary in order that the amount received by such Lender after the required withholding or other payment shall equal the amount such Lender would have received had no such withholding or other payment been made. If no withholding or deduction of Taxes are payable in respect to the Loan or any Fee relating thereto, the Borrower shall furnish any Lender, at such Lender's request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to such Lender, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower fail 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 Lender for, and indemnify it with respect to, the tax consequences of the Borrower's failure to provide evidence of tax payments or tax exemption. Before making any claim pursuant to this SECTION, such Lender shall designate a different Lending Office if such designation will avoidsuch
Appears in 1 contract
General Provisions as to Payments. (a) The Unless otherwise provided in a FMA Agreement, the Borrower shall make each payment of principal of, and interest on, the Loan Loan, the Letter of Credit Advances, and of Fees facility fees hereunder, not later than 11:00 A.M. (Atlanta, Georgia time) on the date when due, in federal Federal or other funds immediately available in Atlanta, Georgia, to the Administrative Agent Bank at its address referred to in SECTION 10.01. All payments received by the Administrative Agent after 11:00 A.M. (Atlanta, Georgia time) on any Business Day shall be deemed to be received on the following Business Day. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share of each such payment received by the Administrative Agent for the account of the LendersSection 8.01.
(b) Whenever Unless otherwise provided in a FMA Agreement, whenever any payment of principal of, or interest on, the Loan Loan, Letter of Credit Advances or of Fees hereunder fees 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. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.
(c) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to the Loan Loan, Letter of Credit Advances, or any Fee fees 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 Lenderthe 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 Lender the Bank is organized or any political subdivision thereof and, in the case of each Lenderthe Bank, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such Lenderthe 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 the Loan Loan, Letter of Credit Advances or any Fee fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Lender 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 Lender the Bank additional amounts as may be necessary in order that the amount received by such Lender the Bank after the required withholding or other payment shall equal the amount such Lender the 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 of the Loan Loan, Letter of Credit Advances or any Fee fee relating thereto, the Borrower shall furnish any Lenderthe Bank, at such Lenderthe Bank's request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to such Lenderthe Bank, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower fail 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 Lender the Bank for, and indemnify it them with respect to, the tax consequences of the Borrower's failure to provide evidence of tax payments or tax exemption. Before making In the event the Bank receives a refund of any claim Taxes paid by the Borrower pursuant to this SECTIONSection 2.11, it will pay to the Borrower the amount of such Lender refund promptly upon receipt thereof; provided, however, if at any time thereafter it is required to return such refund, the Borrower shall designate 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 2.11 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 different Lending Office if such designation will avoidcontinuing 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 Borrowers shall make each payment of principal of, and interest on, the Loan Loans and of Fees fees hereunder, not later than 11:00 A.M. (Atlanta, Georgia time) on the date when due, in federal Federal or other funds immediately available in Atlanta, Georgia, to the Administrative Agent at its address referred to in SECTION Section 10.01. All payments received by the Administrative Agent after 11:00 A.M. (Atlanta, Georgia time) on any Business Day shall be deemed to be received on the following Business Day. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share of Wachovia each such payment received by the Administrative Agent on account of the Swing Loans and to each Bank its ratable share of each such payment of Syndicated Loans or fees received by the Agent for the account of the LendersBanks.
(b) Whenever any payment of principal of, or interest on, the Loan Base Rate Loans or of Fees 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 shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day.
(c) All payments of principal, interest and fees and all other amounts to be made by the Borrower Borrowers pursuant to this Agreement with respect to the any Loan or any Fee 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 LenderBank, taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender Bank is organized or any political subdivision thereof and, in the case of each LenderBank, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such LenderBank'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 either Borrower is required by applicable law to make any such withholding or deduction of Taxes with respect to the any Loan or any Fee fee or other amount, the such Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Lender Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Lender Bank additional amounts as may be necessary in order that the amount received by such Lender Bank after the required withholding or other payment shall equal the amount such Lender 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 the any Loan or any Fee fee relating thereto, the Borrower Borrowers shall furnish any LenderBank, at such LenderBank's request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to such LenderBank, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the relevant Borrower fail 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 Borrowers hereby agrees agree to compensate such Lender Bank for, and indemnify it them with respect to, the tax consequences of the such Borrower's failure to provide evidence of tax payments or tax exemption. Before making Each Bank which is not organized under the laws of the United States or any claim state thereof agrees, as soon as practicable after receipt by it of a request by either 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 Borrowers 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 either Borrower pursuant to this SECTIONSection 2.12(c), it will pay to such Borrower the amount of such refund promptly upon receipt thereof; provided that if at any time thereafter it is required to return such refund, such Lender Borrower shall designate promptly repay to it the amount of such refund. Without prejudice to the survival of any other agreement of the Borrowers hereunder, the agreements and obligations of the Borrowers 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 different Lending Office if such designation will avoidcontinuing 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 Borrowers shall make each payment of principal of, and interest on, the Loan Loans and of Fees fees hereunder, not later than 11:00 A.M. (Atlanta, Georgia time) on the date when due, in federal Federal or other funds immediately available in Atlanta, Georgia, to the Administrative Agent at its address referred to in SECTION Section 10.01. All payments received by the Administrative Agent after 11:00 A.M. (Atlanta, Georgia time) on any Business Day shall be deemed to be received on the following Business Day. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share of Wachovia each such payment received by the Administrative Agent on account of the Swing Loans and to each AT: 1030545v10 Bank its ratable share of each such payment of Syndicated Loans or fees received by the Agent for the account of the LendersBanks.
(b) Whenever any payment of principal of, or interest on, the Loan Base Rate Loans or of Fees 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 shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day.
(c) All payments of principal, interest and fees and all other amounts to be made by the Borrower Borrowers pursuant to this Agreement with respect to the any Loan or any Fee 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 LenderBank, taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender Bank is organized or any political subdivision thereof and, in the case of each LenderBank, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such LenderBank'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 either Borrower is required by applicable law to make any such withholding or deduction of Taxes with respect to the any Loan or any Fee fee or other amount, the such Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Lender Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Lender Bank additional amounts as may be necessary in order that the amount received by such Lender Bank after the required withholding or other payment shall equal the amount such Lender 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 the any Loan or any Fee fee relating thereto, the Borrower Borrowers shall furnish any LenderBank, at such LenderBank's request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to such LenderAT: 1030545v10 Bank, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the relevant Borrower fail 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 Borrowers hereby agrees agree to compensate such Lender Bank for, and indemnify it them with respect to, the tax consequences of the such Borrower's failure to provide evidence of tax payments or tax exemption. Before making Each Bank which is not organized under the laws of the United States or any claim state thereof agrees, as soon as practicable after receipt by it of a request by either 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 Borrowers 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 either Borrower pursuant to this SECTIONSection 2.12(c), it will pay to such Borrower the amount of such refund promptly upon receipt thereof; provided that if at any time thereafter it is required to return such refund, such Lender Borrower shall designate promptly repay to it the amount of such refund. Without prejudice to the survival of any other agreement of the Borrowers hereunder, the agreements and obligations of the Borrowers 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 different Lending Office if such designation will avoidcontinuing 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 Loan Loans and of Fees hereunderany fees payable hereunder without set-off or counterclaim, not later than 11:00 A.M. (Atlantaprevailing Eastern time, Georgia time) on the date when due, in federal Federal or other funds immediately available in AtlantaIrving, Georgia, Texas to the Administrative Agent at its address referred to in SECTION 10.01. All payments received by the Administrative Agent after 11:00 A.M. (Atlanta, Georgia time) on any Business Day shall be deemed to be received on the following Business DaySection 9.01. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share ratable share of each such payment received by the Administrative Agent for the account of the Lenders.
(b) Whenever any payment of principal of, or interest on, the Loan Base Rate Loans or of Fees hereunder any fees 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 shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time at the applicable rates set forth in this Agreement.
(c) Except as provided in Section 2.08(c), each payment or prepayment of Loans shall be applied by the Administrative Agent to repay or prepay ratably the Loans of the several Lenders in the following order of priority:
(i) first, to Euro-Dollar Loans for which the Interest Period expires on the date of such payment or prepayment;
(ii) second, to Base Rate Loans; and
(iii) third, to Euro-Dollar Loans for which the Interest Period expires after the date of such payment or prepayment (in direct order of maturity).
(i) All payments of principal, interest and fees and all other amounts to be made due and payable by the Borrower pursuant to this Agreement with respect to the any Loan or any Fee 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 thereof, excluding in the case of each Lender, taxes imposed on or measured by its net incomeincome or overall gross receipts, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender is organized or any political subdivision thereof and, in which the case of each Lender, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such Lender's applicable Lending Office of any such Lender is located or any political subdivision or taxing authority thereof, or by any other jurisdiction or any political subdivision or taxing authority thereof (other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreement) (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 the any Loan or any Fee fee or other amountamount due and payable hereunder, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Lender in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment payment, subject to the Lender's compliance with subsection (d)(ii) to the extent it is able to do so, and shall pay to such Lender additional amounts as may be necessary in order that the amount received by such Lender after the required withholding or other payment shall equal the amount such Lender would have received had no such withholding or other payment been made. If no withholding or deduction of Taxes are payable in respect to the Loan or any Fee relating thereto, the Borrower shall furnish any Lender, at such Lender's request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to such Lender, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower fail fails to provide such original or certified copy of a receipt evidencing payment of Taxes or certificate(s) or opinion of counsel of exemptionexemption therefrom, the Borrower hereby agrees agrees, subject to the Lender's compliance with subsection (d)(ii) to the extent it is able to do so, to compensate such Lender for, and indemnify it them with respect to, the tax consequences of the Borrower's failure to provide evidence of tax payments or tax exemption. Before making .
(ii) Each Lender which is not organized under the laws of the United States or any claim state thereof agrees to deliver to the Borrower, with a copy to the Administrative Agent, prior to the first payment date after becoming a Lender (or upon changing the jurisdiction of its applicable Lending Office), such certificates, documents, forms and other evidence required by the governmental authority in the jurisdiction imposing any applicable Taxes, and such other information reasonably requested by the Borrower or the Administrative Agent, establishing that the Lender 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 (and, from time to time, to provide the Borrower and the Administrative Agent with any required revisions or replacements to such certificates, documents, forms and other evidence); 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.
(iii) In the event any Lender receives a refund of any Taxes paid by the Borrower pursuant to this SECTIONSection 2.09(d), 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.
(iv) 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 2.09(d) shall designate be applicable with respect to any Participant, Assignee or other Transferee as of the time of such participation, assignment or other transfer, and any calculations required by such provisions (A) shall be made based upon the circumstances of such Participant, Assignee or other Transferee, and (B) constitute a different Lending Office if such designation will avoidcontinuing 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 Loan Loans and of Unutilized Commitment Fees and other fees due hereunder, not later than 11:00 A.M. (Atlanta, Georgia time) on the date when due, in federal Federal or other funds immediately available in Atlanta, Georgia, to the Administrative Agent at its address referred to in SECTION 10.01. All payments received by the Administrative Agent after 11:00 A.M. (Atlanta, Georgia time) on any Business Day shall be deemed to be received on the following Business DaySection 11.01. The Administrative Agent will promptly distribute to each Lender Bank its Pro Rata Share ratable share of each such payment received by the Administrative Agent for the account of the LendersBanks.
(b) Whenever any payment of principal of, or interest on, the Loan Base Rate Loans or of Fees hereunder fees 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 shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.
(c) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to the any Loan or any Fee 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 LenderBank, taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender Bank is organized or any political subdivision thereof and, in the case of each LenderBank, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such LenderBank'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 the any Loan or any Fee fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Lender Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Lender Bank additional amounts as may be necessary in order that the amount received by such Lender Bank after the required withholding or other payment shall equal the amount such Lender 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 the of any Loan or any Fee fee relating thereto, the Borrower shall furnish any LenderBank, at such LenderBank's request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to such LenderBank, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower fail 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 Lender Bank for, and indemnify it them with respect to, the tax consequences of the Borrower's failure to provide evidence of tax payments or tax exemption. Before making In the event any claim Bank receives a refund of any Taxes paid by the Borrower pursuant to this SECTIONSection 2.11, it will pay to the Borrower the amount of such Lender refund promptly upon receipt thereof; provided, however, if at any time thereafter it is required to return such refund, the Borrower shall designate 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 2.11 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 different Lending Office if such designation will avoidcontinuing 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 Borrowers shall make each payment of principal of, and interest on, the Loan Loans and of Fees fees hereunder, without any setoff, counterclaim or any deduction whatsoever, not later than 11:00 A.M. (Atlanta, Georgia Georgia, time) on the date when due, in federal Federal or other funds immediately available in Atlanta, Georgia, to the Administrative Agent at its address referred to in SECTION Section 10.01. All payments received by the Administrative Agent after 11:00 A.M. (Atlanta, Georgia time) on any Business Day shall be deemed to be received on the following Business Day. The Administrative Agent will promptly distribute to Wachovia each such payment received on account of Swing Loans and to each Lender its Pro Rata Share ratable share of each such payment received by the Administrative Agent for the account of the Lenders.
(b) Whenever any payment of principal of, or interest on, the Loan Base Rate Loans or of Fees 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 shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day.
(c) All payments of principal, interest and fees and all other amounts to be made by the Borrower Borrowers with respect to the Obligations or otherwise (including, without limitation, with respect to the Letter of Credit Obligations) pursuant to this Agreement with respect to the Loan or any 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 Lender, taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender is organized or any political subdivision thereof and, in the case of each Lender, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such Lender'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 Borrowers are required by applicable law to make any such withholding or deduction of Taxes with respect to any of the Loan or any Fee or other amountObligations, the Borrower Borrowers shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Lender in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Lender additional amounts as may be necessary in order that the amount received by such Lender after the required withholding or other payment shall equal the amount such Lender would have received had no such withholding or other payment been made. If no withholding or deduction of Taxes are payable in respect to the Loan or any Fee relating theretoObligations, the Borrower Borrowers shall furnish any Lender, at such Lender's request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to such Lender, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower Borrowers fail 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 Borrowers hereby agrees agree to compensate such Lender for, and indemnify it them with respect to, the tax consequences of the Borrower's Borrowers' failure to provide evidence of tax payments or tax exemption. Before making Each Lender which is organized under the laws of a jurisdiction other than the United States of America or any claim state thereof or the District of Columbia (each a "Non‑U.S. Lender") agrees to furnish to the Borrowers and the Administrative Agent on the date of this Agreement, if a signatory hereto, or within 10 Domestic Business Days after it becomes a Lender hereunder, two (2) copies of either (a) U.S. Internal Revenue Service Form 4224 or U. S. Internal Revenue Service Form 1001 for the year 2000, or (b) thereafter, U.S. Internal Revenue Service Form W-8ECI or U.S. Internal Revenue Service Form W-8BEN, or (c) any successor forms thereto (wherein such Non‑U.S. Lender claims entitlement to complete exemption from or a reduced rate of U.S. federal withholding tax on interest paid by the Borrowers hereunder) and to provide to the Borrowers and the Administrative Agent a new Form 4224 or Form 1001, or U.S. Internal Revenue Service Form W-8ECI or U.S. Internal Revenue Service Form W-8BEN, or any successor forms thereto if any previously delivered form is found to be incomplete or incorrect in any material respect or upon the obsolescence of any previously delivered form; provided that if any Lender complies with the requirements of this paragraph on the Closing Date or at such time as such Lender becomes a party to this Agreement, but is unable at any time thereafter, for any reason, to establish such exemption, or to file such forms, the Borrowers shall nonetheless remain obligated under the terms of the immediately preceding paragraph with respect to such Lender. Notwithstanding the foregoing, in the event the Borrowers are required to pay any Lender amounts pursuant to this SECTIONSection 2.13, the Borrowers may give notice to such Lender (with copies to the Administrative Agent) that they wish to seek one or more assignees (which may be one or more of the other Lenders) to assume the Commitment of such Lender and to purchase such Lender's outstanding Loans and Notes for an amount equal to the sum of the outstanding unpaid principal of and accrued interest on such Loans and Notes, plus all other fees and amounts due to such Lender hereunder, in each case, to the date such Loans, Notes and interest are purchased. Upon such sale or prepayment, each such Lender shall designate have no further commitment or other obligation to the Borrowers hereunder or under any Note. In the event any Lender receives a different Lending Office refund of any Taxes paid by the Borrowers pursuant to this Section 2.13(c), it will pay to the Borrowers the amount of such refund promptly upon receipt thereof; provided that if at any time thereafter it is required to return such designation will avoidrefund, the Borrowers shall promptly repay to it the amount of such refund. Without prejudice to the survival of any other agreement of the Borrowers hereunder, the agreements and obligations of the Borrowers and the Lenders contained in this Section 2.13(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.
(d) All monies to be applied to the Obligations, whether such monies represent voluntary payments by the Borrowers, Net Cash Proceeds, or are received from any disposition of Collateral (subject to any apportioning of the proceeds from such disposition to the Noteholders in accordance with the Collateral Documents), shall be allocated among the Administrative Agent and such of the Lenders as are entitled thereto (and, with respect to monies allocated to the Lenders in accordance with their ratable share of the Commitments unless otherwise provided herein) in the following order (in each case, until all Obligations within each category itemized in this paragraph (d) below are fully paid): (i) first, to the Administrative Agent for the payment of all of the Administrative Agent's fees and expenses accrued but not paid; (ii) second, to the Administrative Agent for the benefit of the Lenders and Wachovia in payment of the accrued interest due and payable on the Loans; (iii) third, to Wachovia toward payment of outstanding principal of the Swing Loans; (iv) fourth, to the Administrative Agent for the benefit of the Lenders toward payment of outstanding principal of all other Base Rate Loans; (v) fifth, to the Administrative Agent for the benefit of the Lenders toward payment of outstanding principal of the Euro-Dollar Loans; (vi) sixth, to the payment of any fees payable with respect to any outstanding Letter of Credit Obligations then due and owing; (vii) seventh, as cash collateral for any outstanding Letter of Credit Obligations equal to 110% of the undrawn amount thereof; (viii) eighth, to payment of the Reimbursement Obligations; (ix) ninth, to the Lenders in payment of accrued interest then due and payable in respect of any Obligations other than the Loans then outstanding; (x) tenth, to the Lenders toward payment of any expenses that have not been reimbursed to the Lenders by the Parent or the Borrowers (or the other Lenders, as applicable) in accordance with the terms of this Agreement, together with any interest accrued thereon; (xi) eleventh, to the Administrative Agent to pay any amounts owed under indemnification obligations that have not been paid to Agent by the Lenders or the Parent or the Borrowers, together with interest accrued thereon; (xii) twelfth, to the Lenders for any amounts owed under indemnification obligations that they have paid to the Administrative Agent and for any expenses that they have reimbursed to the Administrative Agent; (xiii) thirteenth, to any other Obligations then due and payable; and (xiv) fourteenth, to the Borrowers or such other Person or Persons entitled thereto.
Appears in 1 contract
Samples: Credit Agreement (Airborne Inc /De/)
General Provisions as to Payments. (a) The Borrower shall make each payment of principal of, and interest on, the Loan Loans and of Fees commitment fees hereunder, not later than 11:00 A.M. (Atlanta, Georgia time) on the date when due, in federal Federal or other funds immediately available in Atlanta, Georgia, to the Administrative Agent at its address referred to in SECTION 10.01. All payments received by the Administrative Agent after 11:00 A.M. (Atlanta, Georgia time) on any Business Day shall be deemed to be received on the following Business DaySection 9.01. The Administrative Agent will promptly distribute to each Lender Bank its Pro Rata Share ratable share of each such payment received by the Administrative Agent for the account of the LendersBanks.
(b) Whenever any payment of principal of, or interest on, the Loan Base Rate Loans or of Fees hereunder fees 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 shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro- Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.
(c) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to the any Loan or any Fee 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 LenderBank, taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender Bank is organized or any political subdivision thereof and, in the case of each LenderBank, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such LenderBank'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 the any Loan or any Fee fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Lender Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Lender Bank additional amounts as may be necessary in order that the amount received by such Lender Bank after the required withholding or other payment shall equal the amount such Lender 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 the of any Loan or any Fee fee relating thereto, promptly after a request by a Bank made in good faith, the Borrower shall furnish any Lender, at such Lender's requestBank, a certificate from each applicable taxing authority or an opinion of counsel acceptable to such Lendersuch, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower fail 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 Lender Bank for, and indemnify it them with respect to, the tax consequences of the Borrower's failure to provide evidence of tax payments or tax exemption. Before making In the event any claim Bank receives a refund of any Taxes paid by the Borrower pursuant to this SECTIONSection 2.11, it will pay to the Borrower the amount of such Lender refund promptly upon receipt thereof; provided, however, if at any time thereafter it is required to return such refund, the Borrower shall designate 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 2.11 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 different Lending Office if such designation will avoidcontinuing 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 Loan Loans and of Fees facility fees hereunder, not later than 11:00 A.M. 1:00 P.M. (Atlanta, Georgia time) on the date when due, in federal Federal or other funds (subject to paragraph (c) of this Section with respect to Syndicated Foreign Currency Loans) immediately available in Atlanta, Georgia, to the Administrative Agent at its address referred to in SECTION 10.01. All payments received by the Administrative Agent after 11:00 A.M. (Atlanta, Georgia time) on any Business Day shall be deemed to be received on the following Business DaySection 9.01. The Administrative Agent will promptly distribute to each Lender Bank its Pro Rata Share ratable share of each such payment received by the Administrative Agent for the account of the LendersBanks.
(b) Whenever any payment of principal of, or interest on, the Loan Base Rate Loans or the Money Market Loans or of Fees hereunder fees 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 Foreign Currency Loans shall be due on a day which is not a Euro-Dollar Business Day or a 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. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.
(c) All payments of principal and interest with respect to Syndicated Foreign Currency Loans shall be made in the Foreign Currency in which the related Syndicated 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 the any Loan or any Fee 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 LenderBank, taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender Bank is organized or any political subdivision thereof and, in the case of each LenderBank, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such LenderBank'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 the any Loan or any Fee fee or other amount, the such Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Lender Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Lender Bank additional amounts as may be necessary in order that the amount received by such Lender Bank after the required withholding withholding, deduction or other payment (including any withholding, deduction or other payment in respect of additional sums payable under this Section 2.12(d)) shall equal the amount such Lender 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 the of any Loan or any Fee fee relating thereto, the such Borrower shall furnish any LenderBank, at such LenderBank's request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to such LenderBank, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower fail 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 such Borrower hereby agrees to compensate such Lender Bank for, and indemnify it them with respect to, the tax consequences of the such Borrower's failure to provide evidence of tax payments or tax exemption. Before making Each Bank which is not organized under the laws of the United States of America or a state thereof 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 claim pursuant Taxes imposed by such jurisdiction; provided, that, if it is unable, for any reason, to this SECTIONestablish such exemption, or to file such forms and, in any event, during such period of time as such request for exemption is pending, such Lender Borrower shall designate nonetheless remain obligated under the terms of the immediately preceding paragraph. 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 different Lending Office if such designation will avoidcontinuing 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 (Valspar Corp)
General Provisions as to Payments. (a) The Borrower shall make each payment of principal of, and interest on, the Loan Loans and of Fees 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 Federal or other funds immediately available in Atlanta, Georgia, to the Administrative Agent at its address referred to in SECTION Section 10.01. All payments received by the Administrative Agent after 11:00 A.M. (Atlanta, Georgia time) on any Business Day shall be deemed to be received on the following Business Day. The Administrative Agent will promptly distribute distribute, first, to Wachovia each such payment received on account of the Swing Loans and, second, to each Lender its Pro Rata Share ratable share of each such payment received by the Administrative Agent for the account of the Lenders.
(b) Whenever any payment of principal of, or interest on, the Loan Base Rate Loans or Swing Loans or of Fees 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 shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day.
(c) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to the any Loan or any Fee 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 Lender, taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender is organized or any political subdivision thereof and, in the case of each Lender, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such Lender'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 the any Loan or any Fee fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Lender in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Lender additional amounts as may be necessary in order that the amount received by such Lender after the required withholding or other payment shall equal the amount such Lender would have received had no such withholding or other payment been made. If no withholding or deduction of Taxes are payable in respect to the any Loan or any Fee fee relating thereto, the Borrower shall furnish any Lender, at such Lender's request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to such Lender, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower fail 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 Lender for, and indemnify it with respect to, the tax consequences of the Borrower's failure to provide evidence of tax payments or tax exemption. Before making Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) agrees to deliver to the Borrower and the Administrative Agent on or prior to the Closing Date, or in the case of a Lender that is an Assignee of an interest under this Agreement pursuant to Section 11.08(c) (unless the respective Lender was already a Lender hereunder immediately prior to such assignment), on the date of such assignment to such Lender, (i) two accurate and complete original signed copies of IRS Form W-8BEN, W-8ECI, or W-8IMY (or successor or other applicable forms prescribed by the IRS) certifying to such Lender's entitlement to a complete exemption from United States withholding tax on interest payments to be made under this Agreement and under any Note, or (ii) if the Lender is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver the applicable form pursuant to clause (i) above, two accurate and complete original signed copies of IRS Form W-8BEN (or successor form), certifying to such Lender's entitlement to a complete exemption from United States withholding tax on payments of interest to be made under this Agreement and under any Note; provided, however, that in the event that a Lender provides the Borrower or the Administrative Agent with an IRS Form W-8IMY (or substitute form) indicating that it is a "flow through" entity, as defined in Treasury Regulations promulgated under Section 1441 of the Code, or otherwise, not a beneficial owner of interest payments under this Agreement and under any Note, such Lender agrees, on or prior to the Closing Date, or the date of assignment to such Lender, as applicable, to take any actions necessary, and to deliver to the Borrower and the Administrative Agent all forms necessary, to establish such Lender's entitlement to a complete exemption from United States withholding tax on payments of interest to be made under this Agreement and under any Note, including causing its partners, members, beneficiaries, beneficial owners, and their beneficial owners, if any, to take any actions and deliver any forms necessary to establish such exemption. Notwithstanding the foregoing, (i) a fiscally transparent entity may provide an IRS Form W-8BEN to claim a treaty exemption to the extent that such entity is receiving interest and is not treated as fiscally transparent by its own jurisdiction, provided the satisfaction of such conditions entitles the Lender to an exemption from withholding at the time such Lender becomes a party to this Agreement and (ii) a withholding foreign partnership, withholding foreign trust, and qualified intermediary shall only provide such information as is required by Treasury Regulations promulgated under Code Section 1441. For purposes of this Agreement, the term "Forms" shall include any attachments for to IRS Forms W-8 IMY required to be filed by the Lender. In addition, each Lender agrees that from time to time after the date of the Initial Borrowing, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, such Lender will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of an IRS Form W-8BEN, W-8ECI, or W-8IMY, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender (or its partners, members, beneficiaries, or beneficial owners) to a continued exemption from United States withholding Tax on interest payments under this Agreement and any Note, or it shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such form; provided, however, that no Lender shall be required to deliver an IRS Form W8-BEN, W-8ECI, or W-8IMY under this Section 2.12(c) to the extexx xxxx xxx xxlivery of such form is not authorized by law; provided, further, however, that any Lender which does not deliver the applicable form pursuant to this SECTION, Section 2.12(c) shall be entitled to additional payment or indemnification pursuant to this Section only if and to the extent (i) such failure results solely from a change in law or (ii) the Tax to which such additional payment or indemnification relates would have been imposed regardless of whether such Lender provided such forms. Notwithstanding anything to the contrary contained in this Agreement, any Lender that has not provided to the Borrower the IRS Forms required to be provided to the Borrower pursuant to this Section 2.12(c) shall designate a different Lending Office not be entitled to any payment of additional amounts pursuant to this Section 2.12(c) or indemnification under this Section 2.12(c) with respect to any deduction or withholding which would not have been required if such designation Lender had provided such forms. In the event any Lender receives a refund of any Taxes paid by the Borrower pursuant to this Section 2.12(c), it will avoidpay 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 Lenders contained in this Section 2.12(c) shall be applicable with respect to any Participant or Assignee, and any calculations required by such provisions (i) shall be made based upon the circumstances of such Participant (provided that the aggregate amount paid by the Borrower to any such Participant shall not exceed the amount that would have been paid to the Lender that sold such participation to such Participant with respect to that portion of the Loans in which such Participant has purchased a participation) or Assignee, and (ii) constitute a continuing agreement and shall survive the termination of this Agreement and the payment in full or cancellation of the Notes and the Swing Loan Note.
(d) 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 the Borrower shall not have so made such payment in full to the Administrative Agent on such date, 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, at the Federal Funds Rate for the first three (3) Domestic Business Days after the date such payment is due and at the Base Rate thereafter.
Appears in 1 contract
