Net Payment. All payments by the Guarantor hereunder shall be made free and clear of and without deduction for any present or future income, excise, stamp or franchise taxes and other taxes, fees, duties, withholdings or other charges of any nature whatsoever imposed by any taxing authority, but excluding franchise taxes and taxes imposed on or measured by any Lender's net income or receipts (such non-excluded items being called "Taxes"). In the event that any withholding or deduction from any payment to be made by the Guarantor hereunder is required in respect of any Taxes pursuant to any applicable law, rule or regulation, then the Guarantor will, within fifteen days (a) pay directly to the relevant authority the full amount required to be so withheld or deducted; (b) promptly forward to the Agent an official receipt or other documentation satisfactory to the Agent evidencing such payment to such authority; and (c) pay to the Agent for the account of the Lenders such additional amount or amounts as is necessary to ensure that the net amount actually received by each Lender will equal the full amount such Lender would have received had no such withholding or deduction been required. If any Taxes are directly asserted against the Agent or any Lender with respect to any payment received by the Agent or such Lender hereunder, the Agent or such Lender may pay such Taxes and the Guarantor will promptly pay such additional amounts (including any penalties, interest or expenses) as is necessary in order that the net amount received by such person after the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount such person would have received had not such Taxes been asserted; provided that, other than with respect to the payment of any Israeli withholding Taxes, the Guarantor will not be obligated to pay such additional amounts to the Agent or such Lender to the extent that such additional amounts shall have been incurred as a consequence of the Agent's or such Lender's gross negligence or willful misconduct, as the case may be.
Net Payment. 16.1 We may at any time set off any liabilities to make payment owed by us to you against any liability of yours to make payment to us. Representations and Undertakings
Net Payment. The net payment due from a State Entity under a Thermal Services Agreement shall be equal to the Thermal Services Charge for the applicable Covered Facility(ies) minus the Third Party Off-taker Purchased Utility Cost Reimbursement.
Net Payment. If at any time each party owes the other party a payment related to Taxes under this Agreement, then only the party owing the larger amount shall be required to make a payment to the other party, which payment shall be reduced by the amount of the payment related to Taxes the other party owes to the first party.
Net Payment. Seller shall make available and transfer to Purchaser in the manner specified in Sections 4.04 and 4.05 hereof, funds equal to the difference between the aggregate balance of Seller Deposit Liabilities (including interest posted or accrued to such accounts but excluding accrued interest paid directly to depositors by check or otherwise transferred to an account which is not being assumed hereunder; for all purposes under this Section 1.04, the amount of the Seller Deposit Liabilities with respect to certificates of deposit and time deposits shall be determined as if the average effective interest rate over the term of the deposit accrues throughout the term of the deposit regardless of whether, under the terms of the deposit, the interest rate increases or decreases at different times; for example, if a $100,000 certificate of deposit has an average effective interest rate of 6%, but, has only paid interest at a 5% rate, the Seller Deposit Liabilities would include the $100,000 principal plus interest calculated at 6% through the Closing Date minus any amount of interest already paid out on that certificate of deposit ), less the following:
Net Payment. Payment of the amounts specified in this Section 3 shall be made by a single net payment from one Party to the other Party within seven (7) days after the Termination Date or within three (3) days after the resolution of any dispute with respect to the FF&E payment, whichever occurs later.
Net Payment. All requests to initiate coverage must include the full amount of consideration less commissions outlined within the Sub-Producers Agreement.
Net Payment. All payments made by the City hereunder or under the Note will be made without setoff, counterclaim or other defense. All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (but excluding any tax imposed on or measured by the net income of the Bank pursuant to the laws of the jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the Applicable Lending Office of the Bank is located) and all interest, penalties or similar liabilities with respect thereto (collectively, “Taxes”). If any Taxes are so levied or imposed, the City agrees, subject to Section 2.03(d) hereof, to pay the full amount of such Taxes and such additional amounts as may be necessary so that every payment of all amounts due hereunder or under the Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in the Note. The City will furnish to the Bank, within forty-five (45) days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the City. To the extent permitted by law, the City hereby agrees, subject to Section 2.03(d) hereof, to indemnify and hold harmless the Bank, and reimburse the Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by the Bank.
Net Payment. (a) The Net Payment, which shall be payable by Zenith to CalFarm on behalf of the Zenith Companies, shall equal:
Net Payment. All payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, costs or charges.
