Common use of No Setoff or Deductions; Taxes; Payments Clause in Contracts

No Setoff or Deductions; Taxes; Payments. 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 the Guarantor is compelled by law 46 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 Lenders) is imposed upon Guarantor with respect to any amount payable by it hereunder, Guarantor will pay to each Lender, 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 such Lender to receive the same net amount which such Lender would have received on such due date had no such obligation been imposed upon Guarantor. Guarantor 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 by Guarantor hereunder. The obligations of Guarantor under this paragraph shall survive the payment in full of the Liabilities and termination of this Agreement.

No Setoff or Deductions; Taxes; Payments. 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 the Guarantor is compelled by law 46 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 LendersLender Parties) is imposed upon the Guarantor with respect to any amount payable by it hereunder, the Guarantor will pay to each Lenderthe Lender 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 such the Lender Parties to receive the same net amount which such the Lender Parties would have received on such due date had no such obligation been imposed upon the Guarantor. The Guarantor will deliver promptly to the Administrative Agent Lender Parties certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantor hereunder. The obligations of Guarantor under this paragraph shall survive the payment in full of the Liabilities and termination of this Agreement.

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 the any such Guarantor is compelled by law 46 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 LendersSecured Parties) is imposed upon Guarantor the Guarantors with respect to any amount payable by it hereunder, Guarantor the Guarantors will pay to each Lenderthe 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 such Lender the Secured Parties to receive the same net amount which such Lender the Secured Parties would have received on such due date had no such obligation been imposed upon Guarantorthe Guarantors. Guarantor The Guarantors will deliver promptly to the Administrative Agent Secured Parties certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by Guarantor the Guarantors hereunder. The obligations of Guarantor the Guarantors under this paragraph shall survive the payment in full of the Liabilities Obligations and termination of this Agreement.Guaranty. 140812225 v1

No Setoff or Deductions; Taxes; Payments. 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 the Guarantor is compelled by law 46 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 LendersBank) is imposed upon the Guarantor with respect to any amount payable by it hereunder, the Guarantor will pay to each Lenderthe Bank, 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 such Lender the Bank to receive the same net amount which such Lender the Bank would have received on such due date had no such obligation been imposed upon the Guarantor. The Guarantor will deliver promptly to the Administrative Agent Bank certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantor hereunder. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Liabilities Guaranteed Obligations and termination of this AgreementGuaranty.

No Setoff or Deductions; Taxes; Payments. The Guarantor represents and warrants that it is organized and resident in the jurisdiction set forth underneath its signature on the signature pages hereto. 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 the Guarantor is compelled by law 46 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 Lenders) is imposed upon the Guarantor with respect to any amount payable by it hereunder, the Guarantor will pay to each Lenderthe Holders, 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 such Lender the Holders to receive the same net amount which such Lender the Holders would have received on such due date had no such obligation been imposed upon the Guarantor. The Guarantor will deliver promptly to the Administrative Agent Holders certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantor hereunder. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Liabilities Guaranteed Obligations and termination of this AgreementGuaranty.

No Setoff or Deductions; Taxes; Payments. 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 the Guarantor is compelled by law 46 to make such deduction or withholding. If any such obligation (other than one arising with respect to taxes based on or measured by Excluded Taxes, as defined in the income or profits of the LendersCredit Agreement) is imposed upon the Guarantor with respect to any amount payable by it hereunder, the Guarantor will pay to each the Lender, 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 such the Lender to receive the same net amount which such the Lender would have received on such due date had no such obligation been imposed upon the Guarantor. The Guarantor will deliver promptly to the Administrative Agent Lender certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantor hereunder. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Liabilities Guaranteed Obligations and termination of this AgreementGuaranty.

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 the any such Guarantor is compelled by law 46 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 LendersSecured Parties) is imposed upon Guarantor the Guarantors with respect to any amount payable by it hereunder, Guarantor the Guarantors will pay to each Lenderthe 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 such Lender the Secured Parties to receive the same net amount which such Lender the Secured Parties would have received on such due date had no such obligation been imposed upon Guarantorthe Guarantors. Guarantor The Guarantors will deliver promptly to the Administrative Agent Secured Parties certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by Guarantor the Guarantors hereunder. The obligations of Guarantor the Guarantors under this paragraph shall survive the payment in full of the Liabilities Secured Obligations and termination of this AgreementGuaranty.

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 the such Guarantor is compelled by law 46 Applicable 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 Lendersa Secured Party) is imposed upon any Guarantor with respect to any amount payable by it hereunder, Guarantor will the Guarantors jointly and severally shall pay to each the Lender, on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars Dollars as shall be necessary to enable such Lender Secured Party to receive the same net amount which such Lender Secured Party would have received on such due date had no such obligation been imposed upon such Guarantor. Guarantor will The Guarantors shall deliver promptly to the Administrative Agent Lender certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by Guarantor the Guarantors hereunder. The obligations of each Guarantor under this paragraph shall survive the payment in full of the Liabilities Guaranteed Obligations and termination of this AgreementGuaranty.