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

No Setoff or Deductions; Taxes. Each Guarantor represents and warrants that it is an entity formed or incorporated, as the case may be, under the laws of one or more states of the United States of America. All payments by the Guarantors hereunder shall be paid in full, without setoff or counterclaim or any deduction or withholding whatsoever for any and all Indemnified Taxes or Other Taxes. If any Guarantor must make a payment under this Guaranty, such Guarantor agrees that it will make the payment from one of its U.S. resident offices to Administrative Agent, on behalf of the Guaranteed Parties. If notwithstanding the foregoing, any Guarantor makes a payment to a Guaranteed Party under this Guaranty to which Guarantor shall be required by applicable law to deduct any Indemnified Taxes or Other Taxes from such payments, such Guarantor shall pay all such taxes to the relevant authority in accordance with applicable law such that the applicable Guaranteed Party receives the sum it would have received had no such deduction or withholding been made and shall also pay to such Guaranteed Party, within 30 days after demand therefor, all additional amounts which such Guaranteed Party specifies as necessary to preserve the after-tax yield would have received if such taxes had not been imposed. Such Guarantor shall promptly provide such Guaranteed Party with an original receipt or certified copy issued by the relevant authority evidencing the payment of any such amount required to be deducted or withheld.

No Setoff or Deductions; Taxes. Each Guarantor represents and warrants that it is an entity formed or incorporated, as the case may be, under the laws of one or more states of the United States of America. All payments by the Guarantors hereunder shall be paid in full, without setoff or counterclaim or any deduction or withholding whatsoever for any and all Indemnified Taxes or Other TaxesTaxes (as each of the preceding capitalized terms is defined in the Bank Facility hereinafter referenced (or if not in effect or not containing such defined terms, as most recently in effect with such defined terms)). If any Guarantor must make a payment under this Guaranty, such Guarantor agrees that it will make the payment from one of its U.S. resident offices to Administrative Agent, on behalf of the Guaranteed PartiesBank. If notwithstanding the foregoing, any Guarantor makes a payment to a Guaranteed Party the Bank under this Guaranty to which Guarantor shall be required by applicable law to deduct any Indemnified Taxes or Other Taxes from such payments, such Guarantor shall pay all such taxes to the relevant authority in accordance with applicable law such that the applicable Guaranteed Party Bank receives the sum it would have received had no such deduction or withholding been made and shall also pay to such Guaranteed Partythe Bank, within 30 days after demand therefor, all additional amounts which such Guaranteed Party the Bank specifies as necessary to preserve the after-tax yield would have received if such taxes had not been imposed. Such Guarantor shall promptly provide such Guaranteed Party the Bank with an original receipt or certified copy issued by the relevant authority evidencing the payment of any such amount required to be deducted or withheld.

No Setoff or Deductions; Taxes. Each Guarantor represents and warrants that it is an entity formed or incorporated, as the case may be, under the laws of one or more states of resident in the United States of America. All payments by the Guarantors any Guarantor hereunder shall be paid in full, without setoff or counterclaim or any deduction or withholding whatsoever whatsoever, including, without limitation, for any and all Indemnified Taxes or Other Taxespresent and future taxes. If any Guarantor must make a payment under this Guaranty, such Guarantor agrees represents and warrants that it will make the payment from one of its U.S. resident offices to Administrative Agent, the Credit Parties so that no withholding tax is imposed on behalf of the Guaranteed Partiespayment. If notwithstanding the foregoing, any Guarantor makes a payment to a Guaranteed Party under this Guaranty to which Guarantor shall be required by applicable law withholding tax applies, or any taxes (other than Excluded Taxes) are at any time imposed on any payments under or in respect of this Guaranty including, but not limited to, payments made pursuant to deduct any Indemnified Taxes or Other Taxes from such paymentsthis Section 2, such Guarantor shall pay all such taxes to the relevant authority in accordance with applicable law such that the applicable Guaranteed Party receives Credit Parties receive the sum it they would have received had no such deduction or withholding been made and shall also pay to such Guaranteed Partythe Credit Parties, within 30 days after demand thereforon demand, all additional amounts which such Guaranteed Party specifies the Credit Parties specify as necessary to preserve the after-tax yield the Credit Parties would have received if such taxes had not been imposed. Such Guarantor Guarantors shall promptly provide such Guaranteed Party Administrative Agent with an original receipt or certified copy issued by the relevant authority evidencing the payment of any such amount required to be deducted or withheld.

No Setoff or Deductions; Taxes. Each Guarantor represents and warrants that it is an entity formed or incorporated, as the case may be, under the laws of one or more states of the United States of America. All payments by the Guarantors hereunder shall be paid in full, without setoff or counterclaim or any deduction or withholding whatsoever withholding, except for any and all Indemnified Taxes required to be deducted or Other Taxeswithheld under applicable law. If any Guarantor must make a payment under this Guaranty, such Guarantor agrees that it will make the payment from one of its U.S. resident offices to Administrative Agent, on behalf of the Guaranteed Parties. If notwithstanding the foregoing, any Guarantor makes a payment to a Guaranteed Party under this Guaranty to which Guarantor shall be required by applicable law to deduct any Indemnified Taxes or Other Taxes from such paymentsa payment to a Guaranteed Party under this Guaranty, such Guarantor shall pay all such taxes Taxes to the relevant authority in accordance with applicable law law, and, if the deducted or withheld Taxes are Indemnified Taxes, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3), such that the applicable Guaranteed Party receives the sum it would have received had no such deduction or withholding been made and shall also pay to such Guaranteed Party, within 30 days after demand therefor, all additional amounts which such Guaranteed Party specifies as necessary to preserve the after-tax yield would have received if such taxes had not been imposedmade. Such Guarantor shall promptly provide such Guaranteed Party with an original receipt or certified copy issued by the relevant authority evidencing the payment of any such amount required to be deducted or withheld.. Exhibit E

No Setoff or Deductions; Taxes. Each Guarantor represents and warrants that it is an entity formed or incorporated, as the case may be, under the laws of one or more states of and resident in the United States of America. All payments by the Guarantors any Guarantor hereunder shall be paid in full, without setoff or counterclaim or any deduction or withholding whatsoever whatsoever, including, without limitation, for any and all Indemnified Taxes or Other Taxespresent and future taxes. If any Guarantor must make a payment under this Guaranty, then such Guarantor agrees represents and warrants that it will make the payment from one its offices located in the United States of its U.S. resident offices America to the Administrative Agent, on behalf for the benefit of the Guaranteed Credit Parties, so that no withholding tax is imposed on such payment. If notwithstanding Notwithstanding the foregoing, if any Guarantor makes a payment to a Guaranteed Party under this Guaranty to which Guarantor shall be required by applicable law withholding tax applies, or any taxes (other than Excluded Taxes) are at any time imposed on any payments under or in respect of this Guaranty including, but not limited to, payments made pursuant to deduct any Indemnified Taxes or Other Taxes from such paymentsthis Section 2, then such Guarantor shall pay all such taxes to the relevant authority in accordance with applicable law such that the applicable Guaranteed Party each Credit Party, as applicable, receives the sum it would have received had no such deduction or withholding been made and shall also pay to such Guaranteed Partythe Administrative Agent, within 30 days after demand thereforfor the benefit of the Credit Parties, on demand, all additional amounts which such Guaranteed Party the Administrative Agent specifies as necessary to preserve the after-tax yield the Credit Parties would have received if such taxes had not been imposed. Such Guarantor The Guarantors shall promptly provide such Guaranteed Party the Administrative Agent with an original receipt or certified copy issued by the relevant authority evidencing the payment of any such amount required to be deducted or withheld.

No Setoff or Deductions; Taxes. Each Guarantor represents and warrants that it is an entity formed or incorporated, as the case may be, under the laws of one or more states of the United States of America. All payments by the Guarantors hereunder shall be paid in full, without setoff or counterclaim or any deduction or withholding whatsoever withholding, except for any and all Indemnified Taxes required to be deducted or Other Taxeswithheld under applicable law. If any Guarantor must make a payment under this Guaranty, such Guarantor agrees that it will make the payment from one of its U.S. resident offices to Administrative Agent, on behalf of the Guaranteed Parties. If notwithstanding the foregoing, any Guarantor makes a payment to a Guaranteed Party under this Guaranty to which Guarantor shall be required by applicable law to deduct any Indemnified Taxes or Other Taxes from such paymentsa payment to a Guaranteed Party under this Guaranty, such Guarantor shall pay all such taxes Taxes to the relevant authority in accordance with applicable law law, and, if the deducted or withheld Taxes are Indemnified Taxes, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3), such that the applicable Guaranteed Party receives the sum it would have received had no such deduction or withholding been made and shall also pay to such Guaranteed Party, within 30 days after demand therefor, all additional amounts which such Guaranteed Party specifies as necessary to preserve the after-tax yield would have received if such taxes had not been imposedmade. Such Guarantor shall promptly provide such Guaranteed Party with an original receipt or certified copy issued by the relevant authority evidencing the payment of any such amount required to be deducted or withheld.