Common use of Payment Free and Clear of Taxes Clause in Contracts

Payment Free and Clear of Taxes. Any and all payments by each Guarantor hereunder shall be made free and clear of and without deduction or withholding for Taxes unless such Taxes are required by applicable Law to be deducted or withheld. If a Guarantor shall be required by applicable Law to deduct or withhold any Taxes from or in respect of any sum payable hereunder: (a) the sum payable shall be increased as may be necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to additional amounts paid under this Section 10.7) the Administration Agent or the Lenders receive an amount equal to the sum they would have received if no deduction or withholding had been made; (b) such Guarantor shall make such deductions or withholdings; and (c) such Guarantor shall pay the full amount deducted or withheld to the relevant taxation or other authority in accordance with applicable Law. Each Guarantor shall indemnify and save harmless the Administration Agent and the Lenders for the full amount of Taxes levied by any jurisdiction in Canada or the United States of America on, or in relation to, any amount payable by such Guarantor hereunder (other than Taxes imposed on the income or capital of the Lenders). Payment under this indemnity shall be made within 30 days from the date the Administration Agent makes written demand therefor. A certificate as to the amount of such Taxes submitted to such Guarantor by the Administration Agent shall be conclusive evidence, absent manifest demonstrable error, of the amount due from such Guarantor to the Administration Agent and the Lenders. Any such certificate shall refer to the provision of Law under which such Taxes are levied and shall contain an explanation relating to and a calculation of the amount due from such Guarantor. Notwithstanding the foregoing, no Guarantor shall be required to pay any Taxes or indemnify a Lender in respect of Taxes payable to any Governmental Body in Canada which are levied, withheld, deducted or paid on payments to such Lender by reason of the fact that such Lender is a Non-Resident of Canada.

Appears in 4 contracts

Samples: Credit Agreement (Pope & Talbot Inc /De/), Credit Agreement (Pope & Talbot Inc /De/), Credit Agreement (Pope & Talbot Inc /De/)

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Payment Free and Clear of Taxes. Any and all payments by each the Guarantor hereunder under this Guarantee shall be made free and clear of and without deduction or withholding for Taxes unless such Taxes are required by applicable Law to be deducted or withheld. If a the Guarantor shall be required by applicable Law to deduct or withhold any Taxes from or in respect of any sum payable hereunderunder this Guarantee: (a) the sum payable shall be increased as may be necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to additional amounts paid under this Section 10.72.7) the Administration Agent or the Lenders receive an amount equal to the sum they would have received if no deduction or withholding had been made; (b) such the Guarantor shall make such deductions or withholdings; and (c) such the Guarantor shall pay the full amount deducted or withheld to the relevant taxation or other authority in accordance with applicable Law. Each The Guarantor shall indemnify and save harmless the Administration Agent and the Lenders for the full amount of Taxes levied by any jurisdiction in Canada or the United States of America on, or in relation to, any amount payable by such the Guarantor hereunder (other than Taxes imposed on the income or capital of the Lenders). Payment under this indemnity shall be made within 30 days from the date the Administration Agent makes written demand therefor. A certificate as to the amount of such Taxes submitted to such the Guarantor by the Administration Agent shall be conclusive evidence, absent manifest demonstrable error, of the amount due from such the Guarantor to the Administration Agent and the Lenders. Any such certificate shall refer to the provision of Law under which such Taxes are levied and shall contain an explanation relating to and a calculation of the amount due from such the Guarantor. Notwithstanding the foregoing, no the Guarantor shall not be required to pay any Taxes or indemnify a Lender in respect of Taxes payable to any Governmental Body in Canada which are levied, withheld, deducted or paid on payments to such Lender by reason of the fact that such Lender is a Non-Resident of Canada.

Appears in 1 contract

Samples: Credit Agreement (Pope & Talbot Inc /De/)

Payment Free and Clear of Taxes. Any and all payments by each Guarantor hereunder Guaranteeing Borrower under this Guarantee shall be made free and clear of and without deduction or withholding for Taxes unless such Taxes are required by applicable Law to be deducted or withheld. If a Guarantor Guaranteeing Borrower shall be required by applicable Law to deduct or withhold any Taxes from or in respect of any sum payable hereunderunder this Guarantee: (a) the sum payable shall be increased as may be necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to additional amounts paid under this Section 10.710.07) the Administration Agent or the Lenders receive an amount equal to the sum they would have received if no deduction or withholding had been made; (b) such Guarantor Guaranteeing Borrower shall make such deductions or withholdings; and (c) such Guarantor Guaranteeing Borrower shall pay the full amount deducted or withheld to the relevant taxation or other authority in accordance with applicable Law. Each Guarantor Guaranteeing Borrower shall indemnify and save harmless the Administration Agent and the Lenders for the full amount of Taxes levied by any jurisdiction in Canada or Canada, the United States of America or the United Kingdom on, or in relation to, any amount payable by such Guarantor Guaranteeing Borrower hereunder (other than Taxes imposed on the income or capital of the Lenders). Payment under this indemnity shall be made within 30 days from the date the Administration Agent makes Lenders make written demand therefor. A certificate as to the amount of such Taxes submitted to such Guarantor Guaranteeing Borrower by the Administration Agent Lenders or any of them shall be conclusive PRIMA FACIE evidence, absent manifest demonstrable error, of the amount due from such Guarantor Borrower to the Administration Agent and the Lenders. Any The Lenders shall provide each Guaranteeing Borrower the benefit of any tax credit received by the Lenders as a result of such certificate shall refer Guaranteeing Borrower indemnifying the Lenders for Taxes levied on or in relation to any amount received or receivable by the Lenders under this Guarantee, or as a result of such Guaranteeing Borrower withholding any amount for Taxes in accordance with applicable law and increasing the amount payable to the provision Lenders in accordance with paragraph (a) above, provided that the amount of Law under which such Taxes are levied credit is reasonably possible to calculate and shall contain an explanation relating to and that a calculation certificate of the Lenders or any of them as to the amount due from of any such Guarantorcredit shall be PRIMA FACIE evidence of such amount. Notwithstanding the foregoing, no Guarantor Guaranteeing Borrower shall be required to pay any Taxes or indemnify a Lender the Lenders in respect of Taxes payable to any Governmental Body in Canada which are levied, withheld, deducted or paid on payments to such Lender the Lenders by reason of the fact that such any Lender is a Non-Resident of Canada.

Appears in 1 contract

Samples: Credit Agreement (Sparkling Spring Water Group LTD)

Payment Free and Clear of Taxes. Any and Guarantor agrees that all payments by each Guarantor it makes hereunder shall be made in accordance with the Notes and the other Loan Documents free and clear of of, and without deduction for, any present or withholding for Taxes unless future income, excise, stamp or franchise taxes and other taxes, fees, duties, withholdings or other charges of any nature whatsoever imposed by any taxing authority, but excluding franchise taxes and taxes imposed on or Si measured by an Agent's or any Lender's net income or receipts (such Taxes are required by applicable Law to be deducted or withheldnon- excluded items the "Taxes"). If a any withholding or deduction from any payment by Guarantor shall be hereunder is required by applicable Law to deduct or withhold any Taxes from or in respect of any sum payable hereunder: Taxes pursuant to any applicable law, rule or regulation, then Guarantor shall (ai) pay directly to the sum payable shall relevant authority the full amount required to be increased as may be necessary so that after making all required deductions withheld or withholdings deducted; (including deductions or withholdings applicable ii) promptly forward to additional amounts paid under this Section 10.7) the Administration each Agent or each Lender, as applicable, an official receipt or other documentation satisfactory to such Agent or Lender, as applicable, evidencing such payment to such authority; and (iii) pay to such Agent or Lender, as applicable, such additional amount or amounts needed to ensure that the Lenders receive an net amount equal to such Agent or Lender actually receives equals the sum they full amount such Agent or Lender would have received had no such withholding or deduction been required. Moreover, if no deduction any Taxes are directly asserted against an Agent or withholding had been made; (b) any Lender with respect to any payment it receives hereunder, such Agent and such Lender, as applicable, may pay such Taxes and Guarantor shall make promptly pay such deductions additional amounts (including any penalties, interest or withholdings; and (cexpenses) needed so that the net amount such Guarantor shall pay Agent or such Lender received after the full amount deducted or withheld to the relevant taxation or other authority in accordance with applicable Law. Each Guarantor shall indemnify and save harmless the Administration Agent and the Lenders for the full amount of Taxes levied by any jurisdiction in Canada or the United States of America on, or in relation to, any amount payable by such Guarantor hereunder (other than Taxes imposed on the income or capital of the Lenders). Payment under this indemnity shall be made within 30 days from the date the Administration Agent makes written demand therefor. A certificate as to the amount payment of such Taxes submitted to (including any Taxes on such Guarantor by the Administration Agent shall be conclusive evidence, absent manifest demonstrable error, of additional amount) equals the amount due from such Guarantor to the Administration Agent and the Lenders. Any or such certificate shall refer to the provision of Law under which Lender would have received had not such Taxes are levied and shall contain an explanation relating to and a calculation of the amount due from such Guarantorbeen asserted. Notwithstanding the foregoing, no If Guarantor shall be required fails to pay any Taxes when due to the appropriate taxing authority or indemnify a Lender in respect of Taxes payable fails to any Governmental Body in Canada which are levied, withheld, deducted remit to Agent or paid on payments to such Lender the required receipts or other required documentary evidence, Guarantor shall indemnify such Agent and such Lender for any incremental Taxes, interest or penalties that may become payable by reason such Agent or Lender as a result of any such failure. Without prejudice to the survival of any other agreement of Guarantor hereunder, the agreements and obligations of Guarantor contained in this section shall survive the payment in full of the fact that such Lender is a Non-Resident Guarantied Obligations and the termination of Canadathe Notes and the other Loan Documents.

Appears in 1 contract

Samples: Loan and Security Agreement (Integrated Packaging Assembly Corp)

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Payment Free and Clear of Taxes. Any and all payments by each Guarantor hereunder Guaranteeing Borrower under this Guarantee shall be made free and clear of and without deduction or withholding for Taxes unless such Taxes are required by applicable Law to be deducted or withheld. If a Guarantor Guaranteeing Borrower shall be required by applicable Law to deduct or withhold any Taxes from or in respect of any sum payable hereunderunder this Guarantee: (a) the sum payable shall be increased as may be necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to additional amounts paid under this Section 10.710.07) the Administration Agent or the Lenders receive an amount equal to the sum they would have received if no deduction or withholding had been made; (b) such Guarantor Guaranteeing Borrower shall make such deductions or withholdings; and (c) such Guarantor Guaranteeing Borrower shall pay the full amount deducted or withheld to the relevant taxation or other authority in accordance with applicable Law. Each Guarantor Guaranteeing Borrower shall indemnify and save harmless the Administration Agent and the Lenders for the full amount of Taxes levied by any jurisdiction in Canada or Canada, the United States of America or the United Kingdom on, or in relation to, any amount payable by such Guarantor Guaranteeing Borrower hereunder (other than Taxes imposed on the income or capital of the Lenders). Payment under this indemnity shall be made within 30 days from the date the Administration Agent makes Lenders make written demand therefor. A certificate as to the amount of such Taxes submitted to such Guarantor Guaranteeing Borrower by the Administration Agent Lenders or any of them shall be conclusive prima facie evidence, absent manifest demonstrable error, of the amount due from such Guarantor Borrower to the Administration Agent and the Lenders. Any The Lenders shall provide each Guaranteeing Borrower the benefit of any tax credit received by the Lenders as a result of such certificate shall refer Guaranteeing Borrower indemnifying the Lenders for Taxes levied on or in relation to any amount received or receivable by the Lenders under this Guarantee, or as a result of such Guaranteeing Borrower withholding any amount for Taxes in accordance with applicable law and increasing the amount payable to the provision Lenders in accordance with paragraph (a) above, provided that the amount of Law under which such Taxes are levied credit is reasonably possible to calculate and shall contain an explanation relating to and that a calculation certificate of the Lenders or any of them as to the amount due from of any such Guarantorcredit shall be prima facie evidence of such amount. Notwithstanding the foregoing, no Guarantor Guaranteeing Borrower shall be required to pay any Taxes or indemnify a Lender the Lenders in respect of Taxes payable to any Governmental Body in Canada which are levied, withheld, deducted or paid on payments to such Lender the Lenders by reason of the fact that such any Lender is a Non-Resident of Canada.

Appears in 1 contract

Samples: Credit Agreement (Crystal Springs of Seattle Inc)

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