No Setoff or Deductions; Taxes; Payments. Each Guarantor shall make all payments hereunder 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 such Guarantor is compelled by law to make such deduction or withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the Secured Parties) is imposed upon the Guarantors with respect to any amount payable by it hereunder, the Guarantors will pay to the Secured Parties, on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Secured Parties to receive the same net amount which the Secured Parties would have received on such due date had no such obligation been imposed upon the Guarantors. The Guarantors will deliver promptly to the Secured Parties certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantors hereunder. The obligations of the Guarantors under this paragraph shall survive the payment in full of the Secured Obligations and termination of this Guaranty.
Appears in 1 contract
Samples: Subsidiary Guaranty Agreement (Ruckus Wireless Inc)
No Setoff or Deductions; Taxes; Payments. Each The Guarantor represents and warrants that it is organized and resident in the United States of America. The Guarantor shall make all payments hereunder 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 such the Guarantor is compelled by law to make such deduction or withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the Secured PartiesBank) is imposed upon the Guarantors Guarantor with respect to any amount payable by it hereunder, the Guarantors Guarantor will pay to the Secured PartiesBank, on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Secured Parties Bank to receive the same net amount which the Secured Parties Bank would have received on such due date had no such obligation been imposed upon the GuarantorsGuarantor. The Guarantors Guarantor will deliver promptly to the Secured Parties Bank certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantors Guarantor hereunder. The obligations of the Guarantors Guarantor under this paragraph shall survive the payment in full of the Secured Guaranteed Obligations and termination of this Guaranty.
Appears in 1 contract
Samples: CALGON CARBON Corp
No Setoff or Deductions; Taxes; Payments. Each Guarantor represents and warrants that it is organized and resident in the United States of America. Each Guarantor shall make all payments hereunder 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 such Guarantor is compelled by law to make such deduction or withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the Secured PartiesExcluded Taxes) is imposed upon the Guarantors any Guarantor with respect to any amount payable by it hereunder, the Guarantors such Guarantor will pay to the Secured Partiessuch Lender Party, on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Secured Parties such Lender Party to receive the same net amount which the Secured Parties such Lender Party would have received on such due date had no such obligation been imposed upon the Guarantorssuch Guarantor. The Guarantors Each Guarantor will deliver promptly to the Secured Parties applicable Lender Party certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantors such Guarantor hereunder. The obligations of the Guarantors each Guarantor under this paragraph shall survive the payment in full of the Secured Guaranteed Obligations and termination of this Guaranty.
Appears in 1 contract
No Setoff or Deductions; Taxes; Payments. Each Guarantor represents and warrants that it is organized and resident in the United States of America. Each Guarantor shall make all payments hereunder 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 such Guarantor is compelled by law to make such deduction or withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the Secured PartiesExcluded Taxes) is imposed upon the Guarantors such Guarantor with respect to any amount payable by it hereunder, the Guarantors such Guarantor will pay to the Secured Partiessuch Lender Party, on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Secured Parties such Lender Party to receive the same net amount which the Secured Parties such Lender Party would have received on such due date had no such obligation been imposed upon the Guarantorssuch Guarantor. The Guarantors Each Guarantor will deliver promptly to the Secured Parties applicable Lender Party certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantors such Guarantor hereunder. The obligations of the Guarantors each Guarantor under this paragraph shall survive the payment in full of the Secured Guaranteed Obligations and termination of this Guaranty.
Appears in 1 contract
No Setoff or Deductions; Taxes; Payments. Each The Guarantor shall make all payments hereunder 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 such the Guarantor is compelled by law to make such deduction or withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the any Secured PartiesParty) is imposed upon the Guarantors Guarantor with respect to any amount payable by it hereunder, the Guarantors Guarantor will pay to the Administrative Agent, for the account of the applicable Secured PartiesParty, on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the such Secured Parties Party to receive the same net amount which the such Secured Parties Party would have received on such due date had no such obligation been imposed upon the GuarantorsGuarantor. The Guarantors Guarantor will deliver promptly to the Secured Parties Administrative Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantors Guarantor hereunder. The obligations of the Guarantors Guarantor under this paragraph shall survive the payment in full of the Secured Guaranteed Obligations and termination of this Guaranty. 3.
Appears in 1 contract
Samples: Credit Agreement (Advanced Emissions Solutions, Inc.)
No Setoff or Deductions; Taxes; Payments. Each Guarantor shall make all payments hereunder 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 such Guarantor is compelled by law to make such deduction or withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the any Secured PartiesParty) is imposed upon the Guarantors a Guarantor with respect to any amount payable by it hereunder, the Guarantors such Guarantor will pay to the applicable Secured PartiesParty, on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the such Secured Parties Party to receive the same net amount which the such Secured Parties Party would have received on such due date had no such obligation been imposed upon the Guarantorssuch Guarantor. The Guarantors Each Guarantor will deliver promptly to the applicable Secured Parties certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantors such Guarantor hereunder. The obligations of the Guarantors each Guarantor under this paragraph shall survive the indefeasible payment in full in cash of the Secured Guaranteed Obligations and termination of this Guaranty.
Appears in 1 contract
Samples: Omnibus Guaranty and Security Agreement (Icahn Carl C)
No Setoff or Deductions; Taxes; Payments. Each The Guarantor shall make all payments hereunder 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 such the Guarantor is compelled by law to make such deduction or withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the any Secured PartiesParty) is imposed upon the Guarantors Guarantor with respect to any amount payable by it hereunder, the Guarantors Guarantor will pay to the Administrative Agent, for the account of the applicable Secured PartiesParty, on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the such Secured Parties Party to receive the same net amount which the such Secured Parties Party would have received on such due date had no such obligation been imposed upon the GuarantorsGuarantor. The Guarantors Guarantor will deliver promptly to the Secured Parties Administrative Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantors Guarantor hereunder. The obligations of the Guarantors Guarantor under this paragraph shall survive the payment in full of the Secured Guaranteed Obligations and termination of this Guaranty.
Appears in 1 contract
Samples: Credit Agreement (Advanced Emissions Solutions, Inc.)