Common use of Payment Free of Taxes Clause in Contracts

Payment Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Law. If any applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law and, if such Tax is an Indemnified Tax, 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 3.4) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 14 contracts

Samples: Credit Agreement (LandBridge Co LLC), Credit Agreement (LandBridge Co LLC), Credit Agreement (Sunnova Energy International Inc.)

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Payment Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under this Agreement or any other Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Lawlaw. If any applicable Law law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law law and, if such Tax is an Indemnified Tax, 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 3.4Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 14 contracts

Samples: Credit Agreement (Comtech Telecommunications Corp /De/), And Restatement Agreement (Chemours Co), Credit Agreement (YETI Holdings, Inc.)

Payment Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Law. If any applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party Borrower 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 3.4) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 8 contracts

Samples: Credit Agreement (Century Communities, Inc.), Credit Agreement (Granite Ridge Resources, Inc.), Credit Agreement (Granite Ridge Resources, Inc.)

Payment Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under this Agreement or any other Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Lawlaw. If any applicable Law law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law law and, if such Tax is an Indemnified Tax, then the sum an additional amount shall be 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 3.42.17) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 8 contracts

Samples: Credit Agreement (Resideo Technologies, Inc.), Credit Agreement (Resideo Technologies, Inc.), Zimvie Credit Agreement (ZimVie Inc.)

Payment Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Lawlaw. If any applicable Law law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party Borrower 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 3.4) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 5 contracts

Samples: Credit Agreement (Bgsf, Inc.), Credit Agreement (Bgsf, Inc.), Credit Agreement (Bgsf, Inc.)

Payment Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under this Agreement or any other Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Lawlaw. If any applicable Law law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding of such Indemnified Tax has been made (including such deductions and withholdings of Indemnified Taxes applicable to additional sums payable under this Section 3.42.17) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 4 contracts

Samples: Credit Agreement (Vectrus, Inc.), Credit Agreement (Vectrus, Inc.), Credit Agreement (Vectrus, Inc.)

Payment Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under this Agreement or any other Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Lawlaw. If any applicable Law law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law law and, if such Tax is an Indemnified Tax, 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 3.42.19) the applicable Recipient Credit Party receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 3 contracts

Samples: Credit Agreement (Trinet Group, Inc.), Credit Agreement (Trinet Group, Inc.), Credit Agreement (Trinet Group, Inc.)

Payment Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under this Agreement or any Loan Party under any other Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Lawlaw. If any applicable Law law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party Borrower 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 3.42.16) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 3 contracts

Samples: Credit Agreement (Crown Castle International Corp), Credit Agreement (Crown Castle International Corp), Credit Agreement (Crown Castle International Corp)

Payment Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under this Agreement or any other Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Lawlaw. If any applicable Law law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law law and, if such Tax is an Indemnified Tax, 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 3.42.17) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 3 contracts

Samples: Second Amendment and Restatement Agreement (Allegion PLC), Credit Agreement (Allegion PLC), Credit Agreement (Allegion PLC)

Payment Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Lawlaw. If any applicable Law law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law law and, if such Tax is an Indemnified Tax, 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 3.42.17) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 3 contracts

Samples: Credit Agreement (John Bean Technologies CORP), Credit Agreement (John Bean Technologies CORP), Credit Agreement (John Bean Technologies CORP)

Payment Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under this Agreement or any other Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Lawlaw. If any applicable Law law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law law and, if such Tax is an Indemnified Tax, 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 3.4Section) the applicable Recipient Credit Party receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 3 contracts

Samples: First Lien Credit Agreement (Trinet Group Inc), Credit Agreement (Trinet Group Inc), Assignment and Assumption (Trinet Group Inc)

Payment Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under this Agreement or any other Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Lawlaw. If any applicable Law law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law law and, if such Tax is an Indemnified Tax, 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 3.42.15) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 2 contracts

Samples: Credit Agreement (Affinia Group Intermediate Holdings Inc.), Credit Agreement (Affinia Group Intermediate Holdings Inc.)

Payment Free of Taxes. Any and all payments by a Withholding Agent to or for the account of a Recipient on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Law. If any applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law and, if such Tax is an Indemnified Tax, 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 3.4Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 2 contracts

Samples: Securities Pledge Agreement (Cra International, Inc.), Credit Agreement (Cra International, Inc.)

Payment Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document Financing Agreement shall be made without deduction or withholding for any Taxes, except as required by applicable Lawlaw. If any applicable Law law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law law and, if such Tax is an Indemnified Tax, 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 3.43.5) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 2 contracts

Samples: Loan and Security Agreement (Franchise Group, Inc.), Loan and Security Agreement (Franchise Group, Inc.)

Payment Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under this Agreement or any other Loan 72 Document shall be made without deduction or withholding for any Taxes, except as required by applicable Lawlaw. If any applicable Law law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law law and, if such Tax is an Indemnified Tax, 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 3.42.17) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 1 contract

Samples: Credit Agreement (Allegion PLC)

Payment Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Law. If any applicable Law CREDIT AGREEMENT - Page 36 (as determined in the good faith discretion of an applicable the Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a the Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party Borrower 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 3.4) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 1 contract

Samples: Credit Agreement (TriState Capital Holdings, Inc.)

Payment Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Lawlaw. If any applicable Law law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law law and, if such Tax is an Indemnified Tax, 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 3.42.16) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 1 contract

Samples: Credit Agreement (Acxiom Corp)

Payment Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Lawlaw. If any applicable Law law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party Borrower 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 3.4) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.. [BGSF] Amended and Restated Credit Agreement

Appears in 1 contract

Samples: Credit Agreement (Bgsf, Inc.)

Payment Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party Borrower under any Loan Document Financing Agreement shall be made without deduction or withholding for any Taxes, except as required by applicable Lawlaw. If any applicable Law law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law law and, if such Tax is an Indemnified Tax, 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 3.46.5) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.. 77

Appears in 1 contract

Samples: Loan and Security Agreement (Franchise Group, Inc.)

Payment Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Lawlaw. If any applicable Law law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party Borrower 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 3.42.17) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 1 contract

Samples: Credit Agreement (Miller Herman Inc)

Payment Free of Taxes. Any and all payments made by or on account of any obligation of any Loan Party Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Lawlaw. If Borrower shall be required under any applicable Law law (as determined in the good faith discretion of an applicable Withholding AgentLender) requires the deduction to deduct or withholding of any Tax from any such payment by a Withholding AgentBorrower, then the applicable Withholding Agent Borrower shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party Borrower 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 3.42.5.2) the applicable Recipient Lender receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 1 contract

Samples: Loan Agreement (Pacific Oak Strategic Opportunity REIT II, Inc.)

Payment Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Law. If any applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a CREDIT AGREEMENT – Page 87 Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law and, if such Tax is an Indemnified Tax, 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 3.4) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 1 contract

Samples: Credit Agreement (Granite Ridge Resources, Inc.)

Payment Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Lawlaw. If any applicable Law law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party Borrower 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 3.42.17) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 1 contract

Samples: Credit Agreement (Miller Herman Inc)

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Payment Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party and Parent Guarantor under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Law. If any applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party or Parent Guarantor 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 3.4) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.. 4858-2715-9620 v.17 53

Appears in 1 contract

Samples: Credit Agreement (Pfsweb Inc)

Payment Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Lawlaw. If any applicable Law law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party Borrower 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 3.43.2) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 1 contract

Samples: Credit Agreement (Guild Holdings Co)

Payment Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Law. If any applicable Law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law and, if such Tax is an Indemnified Tax, 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 3.43.01) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 1 contract

Samples: Credit Agreement (Surgical Care Affiliates, Inc.)

Payment Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party Borrowers under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Lawlaw. If any applicable Law law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party Borrowers 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 3.4) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 1 contract

Samples: Credit Agreement (Sunnova Energy International Inc.)

Payment Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Lawlaw. If any applicable Law law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party Borrower 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 3.44.5) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 1 contract

Samples: Credit and Term Loan Agreement (Duke Realty Limited Partnership/)

Payment Free of Taxes. Any and all payments by or on account of any obligation of any Loan Credit Party under any Loan Credit Document shall be made without deduction or withholding for any Taxes, except as required by applicable Lawlaw. If any applicable Law law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Credit 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 3.4Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 1 contract

Samples: Revolving Credit Agreement (Royal Gold Inc)

Payment Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under this Agreement or any other Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Lawlaw. If any applicable Law law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law law and, if such Tax is an Indemnified Tax, 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 3.45.04) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 1 contract

Samples: Abl Credit Agreement (Affinia Group Intermediate Holdings Inc.)

Payment Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under this Agreement or any other Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Lawlaw. If any applicable Law law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law law and, if such Tax is an Indemnified Tax, 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 3.42.17) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 1 contract

Samples: Credit Agreement (Crown Castle International Corp)

Payment Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable LawLaws. If any applicable Law (as determined in the good faith discretion of an applicable the Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a the Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law Laws and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party Borrower or other Withholding Agent 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 3.429) the applicable Recipient Lender receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 1 contract

Samples: Bridge Loan Agreement (Tellurian Inc. /De/)

Payment Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Lawlaw. If any applicable Law law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding withholding, on the basis of the information and documentation delivered pursuant to subsection (e) below, and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party such Borrower 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 3.4Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 1 contract

Samples: Credit Agreement (Adtalem Global Education Inc.)

Payment Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Lawlaw. If any applicable Law law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party Borrower 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 3.44.5) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 1 contract

Samples: Revolving Credit Agreement (Duke Realty Limited Partnership/)

Payment Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Lawlaw. If any applicable Law law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party Borrower 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 3.4) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.. CREDIT AGREEMENT – Page 57

Appears in 1 contract

Samples: Credit Agreement (BG Staffing, Inc.)

Payment Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party Borrower under any Loan Document Financing Agreement shall be made without deduction or withholding for any Taxes, except as required by applicable Lawlaw. If any applicable Law law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law law and, if such Tax is an Indemnified Tax, 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 3.46.5) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 1 contract

Samples: Loan and Security Agreement (Franchise Group, Inc.)

Payment Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Lawlaw. If any applicable Law law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party Borrower 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 3.42.17) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.. (b)

Appears in 1 contract

Samples: Credit Agreement (Miller Herman Inc)

Payment Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Law. If any applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party Borrower 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 3.43.2) the applicable Recipient Lender receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 1 contract

Samples: Credit Agreement (Victory Energy Corp)

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