NO DEDUCTIONS, ETC. All payments made by Borrower hereunder or under the Note or the other Loan Documents shall be made irrespective of, and without any deduction for, any setoff, defense or counterclaims.
NO DEDUCTIONS, ETC. All payments made by Borrower and Maryland Owner hereunder or under the Note or the other Loan Documents shall be made irrespective of, and without any deduction for, any setoff, defense or counterclaims.
NO DEDUCTIONS, ETC. (a) All sums payable by the Seller or the Buyer (for the purposes of this Clause 3, each a "Paying Party") to the Buyer or, as the case may be, to the Seller (for the purposes of this Clause 3, each a "Recipient") under this Agreement or the Deed of Tax Covenant, shall be paid free and clear of all deductions or withholdings whatsoever, save only as may be required by law.
(b) Apart from any payments of interest under Clause 3.4, if any deductions or withholdings are required by law to be made from any of the sums payable as mentioned in Clause 3.3(a), the Paying Party shall be obliged to pay to the Recipient such sum as will, after the deduction or withholding has been made, leave the Recipient with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding.
(c) If the Recipient receives a credit for or refund of any Tax payable by it or similar benefit by reason of any deduction or withholding for or on account of Tax then it shall reimburse to the Paying Party such part of such additional amounts paid to it pursuant to Clause 3.3(b) as the Recipient certifies to the Paying Party will leave it (after such reimbursement) in the same position as it would have been in had the Paying Party not been required to make such deduction or withholding.
(d) If any sum paid by the Seller or the Buyer under this Agreement (apart from the consideration payable for the Shares) is required by law to be brought into charge to Tax (including in circumstances where any relief, allowance, credit, deduction, exemption or set-off in respect of Tax is available in respect of such charge to Tax), 18 then the Seller or the Buyer (as applicable) shall pay such additional amount as shall be required to ensure that the total amount paid, less the Tax chargeable on such amount (or that would be so chargeable but for such relief, allowance, credit, deduction, exemption or set-off), is equal to the amount that would otherwise be payable.
NO DEDUCTIONS, ETC. Any amount payable pursuant to this Deed shall be paid free and clear of all deductions withholdings counter-claims or set-off whatsoever save only as may be required by law or as expressly provided in this Deed.
NO DEDUCTIONS, ETC. Any amount payable pursuant to this Deed shall be paid free and clear of all deductions, withholdings, counter-claims or set-off whatsoever, save only as may be required by law.
NO DEDUCTIONS, ETC. All payments made by Borrower hereunder or under the Note or the other Loan Documents shall be made irrespective of, and without any deduction for, any setoff, defense or counterclaims. The insufficiency of funds on deposit in the Lockbox Account shall not absolve Borrower of the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever. All funds on deposit in the Lockbox Account following the occurrence of an Event of Default may be applied by Lender in such order and priority as Lender shall determine.
NO DEDUCTIONS, ETC. All payments required to be made by Mezzanine Borrower hereunder or under the Mezzanine Note or the other Mezzanine Loan Documents shall be made irrespective of, and without deduction for, any setoff, defense or counterclaims.
NO DEDUCTIONS, ETC. All payments made by the Loan Parties to the Agent and the Lenders hereunder or under the Notes will be made free and clear of, and without deduction or withholding for, any present or future Taxes and all interest, penalties or similar liabilities with respect thereto, excluding net income and franchise taxes imposed on the Agent or any Lender by (A) the jurisdiction under the laws of which the Agent or such Lender is organized or any political subdivision or taxing authority thereof or therein or, where such jurisdiction is a political subdivision of a superior jurisdiction, such superior jurisdiction and any taxing authority thereof, or (B) the United States or any state, and any taxing authority or political subdivision thereof, or (C) any jurisdiction in which the office used to make any such Lender's LIBOR Rate Loans hereunder is located or any political subdivision or taxing authority thereof or therein. If any Taxes are so levied or imposed, the Loan Parties agree to pay the full amount of such Taxes and such additional amounts as may be necessary so that every payment of all amounts due to the Agent or the Lenders hereunder or under the Notes, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in the Notes. The Loan Parties will furnish to the Agent and each Lender within 30 days after the date the payment of any Taxes is due pursuant to any Requirement of Law certified copies of tax receipts evidencing such payment by the Loan Parties. The Loan Parties will indemnify and hold harmless the Agent and each Lender, and reimburse the Agent or such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by the Agent or such Lender.
NO DEDUCTIONS, ETC. (a) All payments made by Borrower hereunder or under the Note or the other Loan Documents shall be made irrespective of, and without any deduction for, any setoff, defense or counterclaims, except as provided hereinafter for any taxes.
(b) Each Lender that is a U.S. Person agrees to complete and deliver to the Borrower, on or prior to the first date of payment to such Lender and thereafter from time to time as required for renewal under applicable law, a duly completed and executed copy of United States Internal Revenue Service Form W-9 or successor form establishing that such Lender is not subject to U.S. backup withholding tax. Each Lender that is not a U.S. Person shall deliver to the Borrower, on or prior to the first date of payment to such Lender and thereafter from time to time as required for renewal under applicable law, duly completed and executed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI (or any successor or acceptable substitute forms), as appropriate, indicating in each case that such Lender is entitled to receive payments under the Loan and the Loan Documents without any deduction or withholding of any United States federal income taxes. If any Lender fails to provide a certificate, document or other evidence required pursuant to this Section 2.6.4(b) following a request by Borrower, then deductions or withholdings on payments to such Lender shall be made, if and to the extent required by law.
NO DEDUCTIONS, ETC. (a) All sums payable by the Seller or the Purchaser (each a “Paying Party”) to the Purchaser or, as the case may be, to the Seller (each a “Recipient”) under this Agreement shall be paid free and clear of all deductions or withholdings whatsoever, save only as may be required by law.
(b) If any deductions or withholdings are required by law to be made from any of the sums payable as mentioned in clause 3.9(a) at the time that payment is due, the Paying Party shall pay the deduction or withholding as is required by law to be made from such sum to the relevant authority pursuant to the relevant law and shall provide the Recipient with such certificates or other documentation which shows the amount or the deduction or withholding paid to the relevant authority, but the Paying Party shall not be obliged to pay to the Recipient such sum as shall equal such deduction or withholding.
