Manner of Payment and Taxes. 10.11.1 All payments to be made by the Loan Parties pursuant to the Loan Documents are to be made without set off, compensation or counterclaim, free and clear of and without deduction for or on account of any Tax, including but not limited to withholding taxes, except for Taxes on the overall net income of the Lender (such taxes applicable to the overall net income of the Lender are herein referred to as "Excluded Taxes"). If any Tax, other than Excluded Taxes, is deducted or withheld from any payments under the Loan Documents the Loan Parties shall promptly remit to the Lender in the currency in which such payment was made, the equivalent of the amount of Tax so deducted or withheld together with the relevant receipt addressed to the Lender. If the Loan Parties are prevented by operation of law or otherwise from paying, causing to be paid or remitting such Tax, the interest or other amount payable under the Loan Documents will be increased to such rates as are necessary to yield and remit to the Lender the principal sum advanced or made available together with interest at the rates specified in the Loan Documents after provision for payment of such Tax. If following the making of any payment by the Loan Parties under this Section 10.11, a Lender is granted a credit against or refund in respect of any Tax payable by it in respect of such Taxes to which such payment by the Loan Parties relates that such Xxxxxx would not have received had the Borrower not made the payment, such Lender shall (subject to the Borrower having paid the relevant amount) to the extent that it is satisfied that it can do so without prejudice to the retention of the amount of such credit or refund, reimburse the Loan Parties such amount as such Lender shall certify to be the proportion of such credit or refund as will leave such Lender, after such reimbursement in no worse or better position than it would have been in if the relevant Taxes had not been imposed, or the relevant Taxes had not been deducted or withheld in respect of the payment by the Borrower as aforesaid. Each Lender shall, at the Borrower's request and cost, file such documentation and do such commercially reasonable things as may be necessary to obtain such credit or refund, but each Lender shall not be obligated to disclose any information to the Borrower or any other Person concerning its income or taxes that is not otherwise publicly available.
Manner of Payment and Taxes. 8.5.1 No set-off; no withholding: the Borrower shall make all payments to the Lenders and the Administrative Agent pursuant to this Agreement and the other Loan Documents to which it is a party in US Dollars and without set-off, compensation or counterclaim, free and clear of, and exempt from, and without deduction for or on account of, any Tax. If a deduction or withholding is required by Applicable Law, the Borrower shall:
Manner of Payment and Taxes. All payments to be made by or on behalf of the Restricted Parties (or in the case of upfront fees and indemnity fees, by the Agent or any Lender to another Lender or to an assignee of an interest in the Credits) in connection with the Credit Documents are to be made without set-off, compensation or counterclaim, free and clear of and without deduction for or on account of any Tax, including but not limited to withholding taxes, other than Excluded Taxes, except if such deduction is required by law or the administration thereof. If any Tax, other than Excluded Taxes, is deducted or withheld from any payments under the Credit Documents (including the remittance provided for in this Section), the Restricted Party making payment shall promptly remit to the Agent for the Lenders' benefit in the currency in which such payment was made, the equivalent of the amount of Tax so deducted or withheld together with the relevant receipt issued by the taxing or other receiving authority. Subject to Section 5.28, if the Borrower is prevented by operation of law or otherwise from paying, causing to be paid or remitting such Tax, the interest or other amount payable under the Credit Documents will be increased to such rates as are necessary to yield and remit to the Lenders the principal sum advanced or made available together with interest at the rates specified in the Credit Documents after provision for payment of such Tax. If any Lender or the Agent becomes liable for any Tax in the jurisdiction in which the person making a payment:
Manner of Payment and Taxes. (1) All payments to be made by or on behalf of each Obligor (or in the case of upfront fees and indemnity fees, by the Agent or any Lender to another Lender or to an assignee of an interest in the Credit) in connection with the Loan Documents are to be made without set off, compensation or counterclaim, free and clear of and without deduction for or on account of any Tax (other than Excluded Taxes), except if such deduction is required by applicable law or the administration thereof. If any Tax (other than Excluded Taxes) is deducted or withheld from any payments under the Loan Documents (including the remittance provided for in this Section), the Obligor making payment shall promptly remit to the Agent for the Lenders’ benefit in the currency in which such payment was made, the equivalent of the amount of Tax so deducted or withheld together with the relevant receipt issued by the taxing or other receiving authority. Subject to Section 5.18, if the Borrower is prevented by operation of law or otherwise from paying, causing to be paid or remitting such Tax (other than Excluded Taxes), the interest or other amount payable under the Loan Documents will be increased to such rates as are necessary to yield and remit to the Lenders the principal sum advanced or made available together with interest at the rates specified in the Loan Documents after provision for payment of such Tax.
Manner of Payment and Taxes. 9.15.1 All payments to be made by or on behalf of any Obligor in connection with the Credit Documents are to be made without set-off, compensation or counterclaim, free and clear of and without deduction for or on account of any Tax, other than Excluded Taxes, except if such deduction is required by law or by the administration thereof by the relevant government authority. If any Tax, other than Excluded Taxes, is deducted or withheld from any payments under the Credit Documents (including the remittance provided for in this Section), the relevant Obligor shall promptly remit to the Lender in the currency in which such payment was made, an additional amount so that the amount ultimately paid to the relevant payee is the same amount as would have been paid if no such deduction or withholding had been made. The relevant Obligor shall also forward the relevant receipt issued by the taxing or other receiving authority. If the Obligor is prevented by operation of law or otherwise from paying, causing to be paid or remitting such Tax, the interest or other amount payable under the Credit Documents will be increased to such amounts as are necessary to pay to the Lender the principal sum advanced or made available together with interest at the rates specified in the Credit Documents after provision for payment of such Tax.
Manner of Payment and Taxes or . All payments to be made by the Borrower xxxxxxxx.xx this Agreement are to· be'' made without setoff or counterclaim, free and clear of, and exempt from, so and without deducti�n for on account of any Taxes. If any Taxes are deducted or withheld from any payments, the Borrower shall promptly remit to the Lenders in US Dollars the equivalent of the amounts deducted· or withheld together with relevant receipts .addressed �o each Lender, provided, that in the event the Borrower .. is prevented by operation of law or otherwise from paying, causing· to be paid or remitting such Taxes, the interest payable under this Agreement will be increased to s·uch rate as is necessary to yield ang r·e·mit to the Lenders the principal sum advanced together with interest at the rates specified in this Agreement after provision for .payment of s.uch Taxes. at The Borrower shall from time to time the request of the Lenders execute and deliver any and all further instrl'ffl9nts as may be necessary or advisable to give full force and effect to such increases· in the rete of interest ae are necessary to yield to the Lenders interest at the aforesaid specified rates. The Borrower further covenants and agrees to indemnify the Lenders in respect of any claim or loss which they 1111y suffer as a result of the delay or failure of the Borrower: to make any such payment as aforesaid, including penalties relating thereto or intere�t thereon.
Manner of Payment and Taxes. All payments to be made by the Trust, the Borrower, Adminco and the Material Subsidiaries pursuant to the Credit Documents are to be made without set-off, deduction, compensation or counterclaim and free and clear of and without deduction for or on account of any Tax, except for the deduction of such Taxes as required by Applicable Laws. If any such Tax is deducted or withheld from any payments under the Credit Documents, the Trust, the Borrower, Adminco and the Material Subsidiaries shall promptly remit to the Agent for the Lenders' benefit, in the currency in which such payment was made, the amounts required to be paid pursuant to Section 3.2 of the Model CBA Provisions.
Manner of Payment and Taxes. 37 12.9 THIRD PARTY BENEFICIARY............................................37 12.10 NOTICES............................................................37 12.11 BORROWER'S ACCOUNT AND CONCENTRATION ACCOUNT.......................39 12.12
Manner of Payment and Taxes. The Borrower shall make all payments to the Lenders pursuant to this Agreement without set-off, compensation or counterclaim, free and clear of, and exempt from, and without deduction for or on account of, any Tax. If any Tax is deducted or withheld from any payments, the Borrower shall promptly remit to the affected Lender an amount which shall be equal to the Tax so deducted or withheld, together with certified copies of the relevant official receipts or other evidence satisfactory to the affected Lender, evidencing payment to the appropriate taxing authority of each such Tax by the Borrower on behalf of the affected Lender. If the Borrower is prevented by operation of law or otherwise from paying, causing to be paid or remitting such Tax, the Borrower shall pay to the affected Lender such additional amounts as may be necessary to ensure that such Lender receives a net amount in the appropriate currency equal to the full amount it would have received had such Tax not been so deducted or withheld. The obligations of the Borrower under this Section 9.4 to effect payments for Taxes shall survive the repayment of the principal and interest on the Borrowings and the payment of all other amounts due hereunder if such Taxes have not been paid.
Manner of Payment and Taxes. 8.5.1 NO SET-OFF; NO WITHHOLDING: each Borrower shall make all payments to the Lenders and the Agent pursuant to this Agreement and the other Operative Documents to which it is a party without set-off, compensation or counterclaim, free and clear of, and exempt from, and without deduction for or on account of, any Tax, other than a Tax arising (I) in the case of Borrowings by a Canadian Borrower, as a consequence of the relevant Lender's failure to be a Person resident in Canada for the purpose of ITA or (II) in the case of Borrowings by a US Borrower, as a consequence of the relevant Lender's failure to be entitled to receive payments from such US Borrower hereunder without deduction or withholding of any United States federal income taxes or to be entitled to an exemption from United States backup withholding tax. If a deduction or withholding is required by Applicable Law, the said Borrower shall:
