Common use of Grossing-up of Payments Clause in Contracts

Grossing-up of Payments. If a Borrower or any other Person is required by law to make any deduction or withholding on account of any Tax from any sum paid or payable by such Borrower to Administrative Agent or any Lender under any of the Loan Documents: (a) the applicable Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as such Borrower becomes aware of it; (b) the applicable Borrower, or other Person, as the case may be, shall timely pay any such Tax to the relevant Government Authority when such Tax is due, in accordance with applicable law; (c) unless such Tax is an Excluded Tax, the sum payable by the applicable Borrower shall be increased to the extent necessary to ensure that, after making the required deductions (including deductions applicable to additional sums payable under this subsection 2.7B(ii)), Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to the sum it would have received had no such deduction been required or made; and (d) within 30 days after paying any sum from which it is required by law to make any such deduction, and within 30 days after the due date of payment of any Tax which it is required by clause (b) above to pay, the applicable Borrower shall deliver to Administrative Agent the original or a certified copy of an official receipt or other document satisfactory to the other affected parties to evidence the payment and its remittance to the relevant Government Authority.

Grossing-up of Payments. If a Borrower Company or any other Person Loan Party is required by law to make any deduction or withholding on account of any Tax from any sum paid or payable by such Borrower Company to Administrative Agent or any Lender under any of the Loan Documents: (a) Company or such Loan Party, as the applicable Borrower case may be, shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Company or such Borrower Loan Party, as the case may be, becomes aware of it; (b) the applicable Borrower, Company or other Personsuch Loan Party, as the case may be, shall timely pay any such Tax to the relevant Government Authority when such Tax is due, in accordance with applicable law; (c) unless such Tax is an Excluded Tax, the sum payable by the applicable Borrower Company shall be increased to the extent necessary to ensure that, after making the required deductions (including deductions applicable to additional sums payable under this subsection 2.7B(ii)), Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to the sum it would have received had no such deduction been required or made; and (d) within 30 days after paying any sum from which it is required by law to make any such deduction, and within 30 days after the due date of payment of any Tax which it is required by clause (b) above to pay, the applicable Borrower Company shall deliver to Administrative Agent the original or a certified copy of an official receipt or other document reasonably satisfactory to the Administrative Agent and other affected parties to evidence the payment and its remittance to the relevant Government Authority.

Grossing-up of Payments. (1) If a the Borrower or any other Person is required by law to make person (whether or not a party to, or on behalf of a party to, this Agreement) must at any deduction time deduct or withholding on account of withhold any Tax tax or other amount from any sum paid or payable by such by, or received or receivable from, the Borrower to Administrative Agent or any Lender under any of this Agreement, the Loan Documents: (a) the applicable Borrower shall notify Administrative pay such additional amount as is necessary to ensure that the Agent of any such requirement or any change in any such requirement as soon as such Borrower becomes aware of it; (b) the applicable Borrower, or other Personor, as the case may be, shall timely the Bank to which that sum is due receives on the due date and retains (free from any liability other than tax on its own overall net income) a net sum equal to what it would have received and so retained had no such deduction or withholding been required or made. (2) If the Borrower or any other person (whether or not a party to, or on behalf of a party to, this Agreement) must at any time pay any such Tax to the relevant Government Authority when such Tax is duetax or other amount on, in accordance with applicable law; (c) unless such Tax is an Excluded Taxor calculated by reference to, the any sum payable received or receivable by the applicable Borrower shall be increased to the extent necessary to ensure that, after making the required deductions (including deductions applicable to additional sums payable under this subsection 2.7B(ii)), Administrative Agent or such Lenderor, as the case may be, receives any Bank under this Agreement (except for a payment by the Agent or a Bank of tax on its own overall net income), the due date a net sum equal to Borrower shall pay or procure the sum payment of that tax or other amount before any interest or penalty becomes payable or, if that tax or other amount is payable and paid by the Agent or any Bank, shall reimburse it would have received had no such deduction been required or made; andon demand for the amount paid by it. (d3) within Within 30 days after paying any sum from which it is required by law to make any such deductiondeduction or withholding, and within 30 days after the due date of payment of any Tax tax or other amount which it is required by clause paragraph (b2) above to pay, the applicable Borrower shall deliver to Administrative the Agent the original or a certified copy of an official receipt or other document evidence satisfactory to the other affected parties to evidence Agent or, as the case may be, the relevant Bank of that deduction, withholding or payment and its (where remittance is required) of the remittance thereof to the relevant Government Authoritytaxing or other authority. (4) As soon as the Borrower is aware that any such deduction, withholding or payment is required (or of any change in any such requirement), it shall notify the Agent.

Grossing-up of Payments. If a Borrower or any other Person is required by law to make any deduction or withholding on account of any Tax from any sum paid or payable by such Borrower to Administrative Agent or any Lender under any of the Loan Documents: (a) the applicable Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as such Borrower becomes aware of it; (b) the applicable Borrower, or other Person, as the case may be, Borrower shall timely pay any such Tax to the relevant Government Authority when such Tax is due, in accordance with applicable law; (c) unless such Tax is an Excluded Tax, the sum payable by the applicable Borrower shall be increased to the extent necessary to ensure that, after making the required deductions (including deductions applicable to additional sums payable under this subsection 2.7B(ii)), Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to the sum it would have received had no such deduction been required or made; and (d) within 30 days after paying any sum from which it is required by law to make any such deduction, and within 30 days after the due date of payment of any Tax which it is required by clause (b) above to pay, the applicable Borrower shall deliver to Administrative Agent the original or a certified copy of an official receipt or other document satisfactory to the other affected parties to evidence the payment and its remittance to the relevant Government Authority.

Grossing-up of Payments. If a Borrower the Company or any other Person is required by law to make any deduction or withholding on account of any Tax from any sum paid or payable by such Borrower the Company to Administrative Agent or any Lender Holder of a Senior Subordinated Note under any of the Loan Note Purchase Documents: (ai) the applicable Borrower Company shall notify Administrative Agent each Holder of a Senior Subordinated Note of any such requirement or any change in any such requirement as soon as such Borrower the Company becomes aware of it; (bii) the applicable Borrower, or other Person, as the case may be, Company shall timely pay any such Tax to the relevant Government Authority Governmental Body when such Tax is due, in accordance with applicable law; (ciii) unless such Tax is an Excluded Tax, the sum payable by the applicable Borrower Company shall be increased to the extent necessary to ensure that, after making the required deductions (including deductions applicable to additional sums payable under this subsection 2.7B(iiSection 7.2(b)), Administrative Agent or such Lender, as the case may be, Holder of a Senior Subordinated Note receives on the due date a net sum equal to the sum it would have received had no such deduction been required or made; and (div) within 30 days after paying any sum from which it is required by law to make any such deduction, and within 30 days after the due date of payment of any Tax which it is required by clause (b) above to pay, the applicable Borrower Company shall deliver to Administrative Agent each Holder of a Senior Subordinated Note the original or a certified copy of an official receipt or other document reasonably satisfactory to the other affected parties to evidence the payment and its remittance to the relevant Government AuthorityGovernmental Body.

Grossing-up of Payments. If a Borrower or any other Person applicable withholding agent is required by law to make any deduction or withholding on account of any Tax from any sum paid or payable by such Borrower to Administrative Agent or on account of any Lender obligation of any Loan Party under any of the Loan DocumentsDocument: (a) the applicable Borrower Loan Party shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as such Borrower the applicable Loan Party becomes aware of it; (b) the applicable Borrower, withholding agent shall make such deductions or other Person, as the case may be, shall withholdings and timely pay any such Tax amount deducted to the relevant Government Authority when such Tax amount is due, in accordance with applicable law; (c) unless such Tax is an Excluded in the case of any Indemnified Tax, the sum payable by the applicable Borrower Loan Party shall be increased to the extent necessary to ensure that, after making the required deductions or withholdings (including deductions and withholdings applicable to additional sums payable under this subsection 2.7B(ii)2.7B), Administrative Agent or such Lender, as the case may be, receives on the due date a net sum an amount equal to the sum it would have received had no such deduction or withholding been required or made; and and 509265-1822-13506-Active.15159325.22 (d) within 30 days or, if not possible, as soon as reasonably practicable after paying any sum from which it is required by law to make any such deduction, and within 30 days after the due date of payment of any Indemnified Tax which it is required by clause (b) above to payany Loan Party, the applicable Borrower Company shall deliver to Administrative Agent the original or a certified copy of an official receipt issued by the relevant Government Authority evidencing such payment or other document reasonably satisfactory to the other affected parties Administrative Agent to evidence the payment and its remittance to the relevant Government Authority.

Grossing-up of Payments. If a the Borrower or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by such the Borrower to the Administrative Agent or any Lender under any of the Loan Documents: (ai) the applicable Borrower shall notify the Administrative Agent and such Lender of any such requirement or any change in any such requirement as soon as such the Borrower becomes aware of it; (bii) the applicable Borrower shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on the Borrower, ) for its own account or other Person(if that liability is imposed on the Administrative Agent or such Lender, as the case may be) on behalf of and in the name of the Administrative Agent or such Lender, shall timely pay any such Tax to as the relevant Government Authority when such Tax is due, in accordance with applicable lawcase may be; (ciii) unless such Tax is an Excluded Tax, the sum payable by the applicable Borrower to the Administrative Agent or a Lender in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, the required deductions (including deductions applicable to additional sums payable under this subsection 2.7B(ii)), Administrative Agent or such Lender, as the case may be, receives on the due date therefor a net sum equal to the sum what it would have received had no such deduction deduction, withholding or payment been required or made; and (div) within 30 days after paying any sum from which it is required by law to make any such deductiondeduction or withholding, and within 30 days after the due date of payment of any Tax which it is required by clause (bii) above to pay, the applicable Borrower shall deliver to Administrative Agent the original or a certified copy of an official receipt or other document satisfactory to the other affected parties to evidence the payment and its remittance to the relevant Government Authority.Administrative

Grossing-up of Payments. If a the Borrower or any other Person is required by law to make any deduction or withholding on account of any Tax from any sum paid or payable by such (or on account of) the Borrower to the Administrative Agent or any Lender under any of the Loan Documents: (a) the applicable Borrower shall notify the Administrative Agent of any such requirement or any change in any such requirement as soon as such the Borrower becomes aware of it; (b) the applicable Borrower, or other Person, as the case may be, Borrower shall timely pay any such Tax to the relevant Government Authority when such Tax is due, in accordance with applicable law; (c) unless such Tax is an Excluded Tax, the sum payable by the applicable Borrower shall be increased to the extent necessary to ensure that, after making the required deductions (including deductions applicable to additional sums payable under this subsection 2.7B(ii)), the Administrative Table of Contents Agent or such Lender, as the case may be, receives on the due date a net sum equal to the sum it would have received had no such deduction been required or made; and (d) within 30 days after paying any sum from which it is required by law to make any such deduction, and within 30 days as soon as practical after the due date of payment of any Tax which it is required by clause (b) above to pay, the applicable Borrower shall deliver to the Administrative Agent the original or a certified copy of an official receipt or other document reasonably satisfactory to the other affected parties to evidence the payment and its remittance to the relevant Government Authority.

Grossing-up of Payments. If a Borrower Company or any other Person is required by law Applicable Law (as determined in the good faith discretion of the Company) to make any deduction or withholding on account of any Tax from any sum paid or payable by such Borrower Company to Administrative Agent or any Lender Holder under any of the Loan Note Documents: (a) the applicable Borrower Company shall notify Administrative Agent such Holder of any such requirement or any change in any such requirement as soon as such Borrower within a reasonable time (but in any event within 20 days) after Company becomes aware of it; (b) the applicable Borrower, Company shall be entitled to make such deduction or other Person, as the case may be, withholding and shall timely pay any such Tax to the relevant Government Governmental Authority when such Tax is due, in accordance with applicable lawApplicable Law; (c) unless If such Tax is an Excluded Indemnified Tax, the sum payable by the applicable Borrower Company shall be increased to the extent necessary to ensure so that, after making the required deductions or withholding (including deductions and withholding applicable to additional sums payable under this subsection 2.7B(iiParagraph 4G(2)(c)), Administrative Agent or such LenderHolder, as the case may be, receives on the due date a net sum an amount equal to the sum it would have received had no such deduction or withholding been required or made; and (d) within 30 days As soon as practicable after paying any sum from which it is required by law Tax to make any such deduction, and within 30 days after the due date of payment of any Tax a Governmental Authority which it is required by clause (b) above to pay, the applicable Borrower Company shall deliver to Administrative Agent such Holder the original or a certified copy of an official receipt or other document satisfactory to the other affected parties Holder to evidence the payment and its remittance to the relevant Government Governmental Authority.