Common use of No Setoff; Payments Clause in Contracts

No Setoff; Payments. All payments made by any Loan Party under any Loan Document will be made without setoff, counterclaim or other defense. In addition, all such payments will be made free and clear of, and without deduction or withholding for, any present or future Taxes unless deduction or withholding of any Taxes is required under applicable law. If any deduction or withholding of any Indemnified Tax is required by law, the applicable Loan Party shall pay such additional amounts as may be necessary so that, after such required deduction or withholding of Indemnified Tax (including any Indemnified Tax on the additional amounts payable under this Section 16.1), the amount payable to the affected Agent or Lender (as applicable) is equal to same amount that would have been so payable had no such deduction or withholding of Indemnified Tax been required; provided, however, that Loan Parties shall not be required to pay any additional amounts under this Section 16.1 to the extent that the obligation to pay such additional amounts results from Agent’s or such Lender’s own bad faith, willful misconduct or gross negligence (as finally determined by a court of competent jurisdiction). Loan Parties will furnish to Agent as promptly as possible after the date the payment by Loan Parties of any Tax in respect of any payment made by any Loan Party under any Loan Document is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by Loan Parties or other evidence reasonably satisfactory to Agent. Loan Parties agree to pay any present or future stamp, value added or documentary taxes or any other similar excise or property taxes, charges, or levies that arise from any payment made hereunder or from the execution, delivery, performance, recordation, or filing of, or otherwise with respect to this Agreement or any other Loan Document.

No Setoff; Payments. All payments made by any Loan Party under any Loan Document will be made without setoff, counterclaim or other defense. In addition, all such payments will be made free and clear of, and without deduction or withholding for, any present or future Taxes unless deduction or withholding of any Taxes is required under applicable law. If any deduction or withholding of any Indemnified Tax is required by law, the applicable Loan Party shall pay such additional amounts as may be necessary so that, after such required deduction or withholding of Indemnified Tax (including any Indemnified Tax on the additional amounts payable under this Section 16.1), the amount payable to the affected Agent or Lender (as applicable) is equal to same amount that would have been so payable had no such deduction or withholding of Indemnified Tax been required; provided, however, that Loan Parties shall not be required to pay any additional amounts under this Section 16.1 to the extent that the obligation to pay such additional amounts results from Agent’s or such Lender’s own bad faith, willful misconduct or gross negligence (as finally determined by a court of competent jurisdiction). Loan Parties will furnish to Agent as promptly as possible after the date the payment by Loan Parties of any Tax in respect of any payment made by any Loan Party under any Loan Document is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by Loan Parties or other evidence reasonably satisfactory to Agent. Loan Parties agree to pay any present or future stamp, value added or documentary taxes or any other similar excise or property taxes, charges, or levies that arise from any payment made hereunder or from the execution, delivery, performance, recordation, or filing of, or otherwise with respect to this Agreement or any other Loan DocumentDocument (collectively, “Other Taxes”). The Loan Parties shall jointly and severally indemnify each recipient of amounts payable under this Section 16.1, within 10 Business Days after demand therefor, for the full amount of any Indemnified Taxes and Other Taxes (including Indemnified Taxes and Other Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such recipient or required to be withheld or deducted from a payment to such recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability, which also describes in reasonable detail the basis for such payment or liability, delivered to a Loan Party by a Lender (with a copy to the Agent), or by the Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

No Setoff; Payments. All payments made by any Loan Party Borrower hereunder or under any note or other Loan Document will be made without setoff, counterclaim counterclaim, or other defense. In addition, all such payments will be made free and clear of, and without deduction or withholding for, any present or future Taxes unless deduction or withholding of any Taxes is required under applicable law. If Taxes, and in the event any deduction or withholding of Taxes is required, Borrowers shall comply with the next sentence of this Section 16.1. If any Indemnified Tax is required by lawTaxes are so levied or imposed, Borrowers agree to pay the applicable Loan Party shall pay full amount of such Taxes and such additional amounts as may be necessary so thatthat every payment of all amounts due under this Agreement, after such required deduction any note, or withholding of Indemnified Tax (Loan Document, including any Indemnified Tax on the additional amounts payable under amount paid pursuant to this Section 16.1)16.1 after withholding or deduction for or on account of any Taxes, will not be less than the amount payable to the affected Agent or Lender (as applicable) is equal to same amount that would have been so payable had no such deduction or withholding of Indemnified Tax been requiredprovided for herein; provided, howeverthat, that Loan Parties Borrowers shall not be required to pay increase any additional such amounts under this Section 16.1 to if the extent that the obligation to pay increase in such additional amounts amount payable results from Agent’s or such Lender’s own bad faith, willful misconduct or gross negligence (as finally determined by a court of competent jurisdiction). Loan Parties Borrowers will furnish to Agent as promptly as possible after the date the payment by Loan Parties of any Tax in respect of any payment made by any Loan Party under any Loan Document is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by Loan Parties Borrowers or such other evidence as is reasonably satisfactory to Agent. Loan Parties Borrowers agree to pay any present or future stamp, value added or documentary taxes or any other similar excise or property taxes, similar charges, or similar levies that arise from any payment made hereunder or from the execution, delivery, performance, recordation, or filing of, or otherwise with respect to this Agreement or any other Loan Document.

No Setoff; Payments. All payments made by any Loan Party Borrower hereunder or under any note or other Loan Document will be made without setoff, counterclaim counterclaim, or other defense. In addition, all such payments will be made free and clear of, and without deduction or withholding for, any present or future Taxes unless deduction or withholding of any Taxes is required under applicable law. If Taxes, and in the event any deduction or withholding of Taxes is required, Borrowers shall comply with the next sentence of this Section 16.1. If any Indemnified Tax is required by lawTaxes are so levied or imposed, Borrowers agree to pay the applicable Loan Party shall pay full amount of such Taxes and such additional amounts as may be necessary so thatthat every payment of all amounts due under this Agreement, after such required deduction any note, or withholding of Indemnified Tax (Loan Document, including any Indemnified Tax on the additional amounts payable under amount paid pursuant to this Section 16.1)16.1 after withholding or deduction for or on account of any Taxes, will not be less than the amount payable to the affected Agent or Lender (as applicable) is equal to same amount that would have been so payable had no such deduction or withholding of Indemnified Tax been requiredprovided for herein; provided, howeverthat, that Loan Parties Borrowers shall not be required to pay increase any additional such amounts under this Section 16.1 to if the extent that the obligation to pay increase in such additional amounts amount payable results from Agent’s 's or such Lender’s 's own bad faith, willful misconduct or gross negligence (as finally determined by a court of competent jurisdiction). Loan Parties Borrowers will furnish to Agent as promptly as possible after the date the payment by Loan Parties of any Tax in respect of any payment made by any Loan Party under any Loan Document is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by Loan Parties Borrowers or such other evidence as is reasonably satisfactory to Agent. Loan Parties Borrowers agree to pay any present or future stamp, value added or documentary taxes or any other similar excise or property taxes, similar charges, or similar levies that arise from any payment made hereunder or from the execution, delivery, performance, recordation, or filing of, or otherwise with respect to this Agreement or any other Loan Document. The Borrowers shall jointly and severally (subject to the penultimate sentence of this Section 16.1) indemnify each of Agent, Lenders, and Issuing Lender (collectively a "Tax Indemnitee") for the full amount of Taxes imposed on or with respect to any payment made by or on account of any obligation under this Agreement or any other Loan Document or breach thereof by any Loan Party (including, without limitation, any Taxes imposed or asserted on, or attributable to, amounts payable under this Section 16.1) imposed on, or paid by, such Tax Indemnitee and all reasonable costs and expenses related thereto (including reasonable fees and disbursements of attorneys and other tax professionals), as and when they are incurred and irrespective of whether suit is brought, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, that, Borrowers shall not be required to increase any such amount if the increase in such amount payable results from such Tax Indemnitee's own willful misconduct or gross negligence (as finally determined by a court of competent jurisdiction). Notwithstanding the foregoing, no Loan Party that is a CFC or CFC Holding Company (including the Canadian Borrowers) shall be liable under this Section 16.1 with respect to any taxes imposed on or with respect to any payment made by or on account of any obligation of a US Loan Party. The obligations of the Loan Parties under this Section 16 shall survive the termination of this Agreement, the resignation and replacement of the Agent, and the repayment of the Obligations.