Common use of No Offset, etc Clause in Contracts

No Offset, etc. All payments by the Company and the Commerce --------------- Subsidiaries hereunder and under any of the other Loan Documents shall be made without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Company or such Subsidiary is compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Company or the Commerce Subsidiaries with respect to any amount payable by them hereunder or under any of the other Loan Documents, the Company will pay to the Agent, for the account of the Banks or (as the case may be) the Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Banks or the Agent to receive the same net amount which the Banks or the Agent would have received on such due date had no such obligation been imposed upon the Company or such Commerce Subsidiary. The Company will deliver promptly to the Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by

No Offset, etc. All payments by the Company and the Commerce --------------- Subsidiaries Borrowers hereunder and under any of the other Loan Documents shall be made without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Company or such Subsidiary Borrower is compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Company or the Commerce Subsidiaries any such Borrower with respect to any amount payable by them it hereunder or under any of the other Loan Documents, the Company subject to Section 6.11 and Section 20.8 hereof, such Borrower will pay to the Agent, for the account of the Banks or (as the case may be) the Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Banks or the Agent to receive the same net amount which the Banks or the Agent would have received on such due date had no such obligation been imposed upon the Company or such Commerce SubsidiaryBorrower. The Company Each such Borrower will deliver promptly to the Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made byby the Borrowers hereunder or under such other Loan Document.

No Offset, etc. All payments by the Company and hereunder, under the Commerce --------------- Subsidiaries hereunder and Notes or under any of the other Loan Documents Document shall be made without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Company or such Subsidiary is compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Company or the Commerce Subsidiaries with respect to any amount payable by them hereunder it hereunder, under the Notes or under any of the other Loan DocumentsDocument, the Company will make such deduction or withholding, will pay the full amount deducted or withheld to the applicable authority, and will also pay to the Administrative Agent, for its own account or for the account of the Banks or (as the case may be) the AgentHolders, on the date on which such amount is due and payable hereunder hereunder, under the Notes or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Banks Holders or the Administrative Agent (as the case may be) to receive the same net amount in the same currency which the Banks Holders or the Administrative Agent would have received on such due date had no such obligation been imposed upon the Company or such Commerce SubsidiaryCompany. The Company will deliver promptly deliver, within thirty (30) days of any such deduction or payment, to the Administrative Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made byby the Company hereunder, under the Notes or under such other Loan Document.

No Offset, etc. All payments by the Company and Borrower hereunder, under the Commerce --------------- Subsidiaries hereunder Notes and under any of the other Loan Documents shall be made without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Company or such Subsidiary Borrower is compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Company or the Commerce Subsidiaries Borrower with respect to any amount payable by them it hereunder or under any of the other Loan Documents, the Company Borrower will pay to the Administrative Agent, for the account of the Banks Lenders or (as the case may be) the L/C Issuer, the Administrative Agent or the Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Banks Lenders, the L/C Issuer, the Administrative Agent or the Agent to receive the same net amount which the Banks or the Agent such Person would have received on such due date had no such obligation been imposed upon the Company or such Commerce SubsidiaryBorrower. The Company Borrower will deliver promptly to the Administrative Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made byby the Borrower hereunder or under such other Loan Document. 5.3.

No Offset, etc. All payments by the Company and the Commerce --------------- Subsidiaries Borrower hereunder and under any of the other Loan Documents shall be made without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Company or such Subsidiary Borrower is compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Company or the Commerce Subsidiaries Borrower with respect to any amount payable by them it hereunder or under any of the other Loan Documents, other than (a) with respect to taxes based upon the Company Agent's or any Lender's net income, or (b) with respect to amounts owing to a Lender that (i) is not incorporated under the laws of the United States of America or a state thereof and (ii) has not delivered to the Agent the forms referred to in section 3.3.3 hereof, the Borrower will pay to the Agent, for the account of the Banks Lenders or (as the case may be) the Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Banks Lenders or the Agent to receive the same net amount which the Banks Lenders or the Agent would have received on such due date had no such obligation been imposed upon the Company or such Commerce SubsidiaryBorrower. The Company Borrower will deliver promptly to the Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made byby the Borrower hereunder or under such other Loan Document.

No Offset, etc. All payments by the Company and the Commerce Sterling --------------- Subsidiaries hereunder and under any of the other Loan Documents shall be made without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Company or such Subsidiary is compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Company or the Commerce Sterling Subsidiaries with respect to any amount payable by them hereunder or under any of the other Loan Documents, the Company will pay to the Agent, for the account of the Banks or (as the case may be) the Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Banks or the Agent to receive the same net amount which the Banks or the Agent would have received on such due date had no such obligation been imposed upon the Company or such Commerce Sterling Subsidiary. The Company will deliver promptly to the Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made byby the Company or such Sterling Subsidiary hereunder or under such other Loan Document. Nothing contained in this (S)3.1(b) shall be deemed to impose upon the Company any obligation to pay taxes based upon the income or profits of the Agent or any Bank.

No Offset, etc. All payments by the Company and the Commerce --------------- Subsidiaries Borrower hereunder and under any of the other Loan Documents shall be made without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Company or such Subsidiary Borrower is compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Company or the Commerce Subsidiaries Borrower with respect to any amount payable by them it hereunder or under any of the other Loan Documents, subject to Section 6.12 and Section 20.8 hereof, the Company Borrower will pay to the Agent, for the account of the Banks or (as the case may be) the 41 -33- Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Banks or the Agent to receive the same net amount which the Banks or the Agent would have received on such due date had no such obligation been imposed upon the Company or such Commerce SubsidiaryBorrower. The Company Borrower will deliver promptly to the Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made byby the Borrower hereunder or under such other Loan Document.

No Offset, etc. All payments by the Company and the Commerce --------------- Subsidiaries Borrower hereunder and under any of the other Loan Documents shall be made without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Company or such Subsidiary Borrower is compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Company or the Commerce Subsidiaries Borrower with respect to any amount payable by them it hereunder or under any of the other Loan Documents, other than (a) with respect to taxes based upon the Company Agent's or any Lender's net income, or (b) with respect to amounts owing to a Lender that (i) is not incorporated under the laws of the United States of America or a state thereof and (ii) has not delivered to the Agent the forms referred to in Section 4.3.3 hereof, the Borrower will pay to the Agent, for the account of the Banks Lenders or (as the case may be) the Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Banks Lenders or the Agent to receive the same net amount which the Banks Lenders or the Agent would have received on such due date had no such obligation been imposed upon the Company or such Commerce SubsidiaryBorrower. The Company Borrower will deliver promptly to the Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made byby the Borrower hereunder or under such other Loan Document.

No Offset, etc. All Except as set forth below, all payments by the Company and the Commerce --------------- Subsidiaries Borrowers hereunder and under any of the other Loan Documents shall be made without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Company or such Subsidiary is Borrowers are compelled by law to make such deduction or withholding. If Except as otherwise provided in this Section, if any such obligation is imposed upon the Company or the Commerce Subsidiaries Borrowers with respect to any amount payable by them hereunder or under any of the other Loan Documents, the Company Borrowers will pay to the Agent, Administrative Agent for the account of the Banks or (of, as the case may be) , the applicable Lenders, L/C Issuer or the Administrative Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Banks applicable Lenders, L/C Issuer or the Administrative Agent to receive the same net amount which the Banks such Lenders, L/C Issuer or the Administrative Agent would have received on such due date had no such obligation been imposed upon the Company Borrowers; provided, that notwithstanding the foregoing, the Borrowers shall not be required to pay any additional amounts to the Administrative Agent, any Lender or such Commerce Subsidiarythe L/C Issuer for Excluded Taxes. The Company Borrowers will deliver promptly to the Agent Lenders and the L/C Issuer certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made byby the Borrowers hereunder or under such other Loan Document.

No Offset, etc. All payments by the Company and the Commerce --------------- Subsidiaries Borrower hereunder and under any of the other Loan Documents shall be made without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions restrictions, or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein Government Authority unless the Company or such Subsidiary Borrower is compelled by law Government Mandate to make such deduction or withholding. If any such obligation is imposed upon the Company or the Commerce Subsidiaries Borrower with respect to any amount payable by them it hereunder or under any of the other Loan DocumentsDocuments (other than with respect to taxes on the income or profits of any Bank, the Company Co-Agents or the Administrative Agent), the Borrower will pay to the Administrative Agent, for the account of the Banks or (as the case may be) the Co-Agents or the Administrative Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Banks Banks, the Co-Agent or the Administrative Agent to receive the same net amount which the Banks Banks, the Co-Agent or the Administrative Agent would have received on such due date had no such obligation been imposed upon the Company or such Commerce SubsidiaryBorrower. The Company Borrower will deliver promptly to the Administrative Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made byby the Borrower hereunder or under such other Loan Document. If a refund is received (either in cash or by means of a credit against future tax obligations) by any of the Co-Agents, the Administrative Agent or any Bank in respect of an amount previously paid by the Borrower pursuant to the immediately preceding sentence, such refund shall be promptly paid over to the Borrower.

No Offset, etc. All payments by the Company and the Commerce --------------- Subsidiaries Borrowers hereunder and under any of the other Loan Documents shall be made without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Company or such Subsidiary is Borrowers are compelled by law to make such deduction or withholding. If Except as otherwise provided in this ss.5.2, if any such sucH obligation is imposed upon the Company or the Commerce Subsidiaries Borrowers with respect to any amount payable by them hereunder or under any of the other Loan Documents, the Company Borrowers will pay to the Agent, Administrative Agent for the account of the Banks applicable Lenders or (as the case may be) the Administrative Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Banks applicable Lenders or the Administrative Agent to receive the same net amount which the Banks such Lenders or the Administrative Agent would have received on such due date had no such obligation been imposed upon the Company or such Commerce SubsidiaryBorrowers. The Company Borrowers will deliver promptly to the Agent Lender certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made byby the Borrowers hereunder or under such other Loan Document.

No Offset, etc. All payments by the Company and the Commerce --------------- Subsidiaries Borrowers hereunder and under any of the other Loan Documents shall be made without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Company or such Subsidiary is Borrowers are compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Company or the Commerce Subsidiaries Borrowers with respect to any amount payable by them hereunder or under any of the other Loan Documents, the Company Borrowers will pay to the Co-Agent, for the account of the Banks Lenders, the Co-Agent or the Administrative Agent (as the case may be) the Agent), on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Banks Lenders, the Co-Agent or the Administrative Agent (as the case may be) to receive the same net amount which the Banks Lenders, the Co-Agent or the Administrative Agent would have received on such due date had no such obligation been imposed upon the Company or such Commerce SubsidiaryBorrowers. The Company Borrowers will deliver promptly to the Agent Agents certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made byby the Borrowers hereunder or under such other Loan Document.

No Offset, etc. All payments by the Company and the Commerce --------------- Subsidiaries Borrowers hereunder and under any of the other Loan Documents shall be made without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless any of the Company or such Subsidiary Borrowers is compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Company or the Commerce Subsidiaries a Borrower with respect to any amount payable by them it hereunder or under any of the other Loan Documents, such Borrower will make such deduction or withholding, will pay the Company full amount deducted or withheld to the applicable authority, and will also pay to the Agent, for the account of the Banks Lenders or (as the case may be) ), the Issuing Bank, the applicable Fronting Bank or Banks or the Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Lenders, the Issuing Bank, the applicable Fronting Bank or Banks or the Agent (as the case may be) to receive the same net amount in the same currency which the Lenders, the Issuing Bank, the applicable Fronting Bank or Banks or the Agent would have received on such due date had no such obligation been imposed upon the Company such Borrower. Each Borrower so affected will deliver, within thirty (30) days of any such deduction or such Commerce Subsidiary. The Company will deliver promptly payment, to the Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made byby such Borrower hereunder or under such other Loan Document. 49 -42-