Payment Procedure. (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise provided herein, all payments made by the Borrower of principal, interest or fees hereunder shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by the Agent not later than 1:00 p.m. (Detroit time) (or such later time on such date as agreed to by Agent) on the date such payment is required or intended to be made in Dollars in immediately available funds to the Agent at the Agent’s office located at 411 West Lafayette, 0xx Xxxxx, XX 0000, Xxxxxxx, Xxxxxxxx 00000-0000, for the ratable benefit of the Revolving Credit Lenders in the case of payments in respect of the Revolving Credit and any Letter of Credit Obligations, for the ratable benefit of the Term Loan Lenders in the case of payments in respect of the Term Loan and for the ratable benefit of the Draw-To Term Loan Lenders in the case of payments in respect of the Draw-To Term Loan. Any payment received by the Agent after 1:00 p.m. (Detroit time) (or such later time on such date as agreed to by Agent) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon receipt of each such payment, the Agent shall make prompt payment to each applicable Lender, or, in respect of Eurodollar-based Advances, such Lender’s Eurodollar Lending Office, in like funds and currencies, of all amounts received by it for the account of such Lender. (b) Unless the Agent shall have been notified in writing by the Borrower at least two (2) Business Days prior to the date on which any payment to be made by the Borrower is due that the Borrower does not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that the Borrower has remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender, Term Loan Lender or Draw-To Term Loan Lender, as the case may be, on such payment date an amount equal to such Lender’s share of such assumed payment. If the Borrower has not in fact remitted such payment to the Agent, each Lender shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such Lender, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender to the date such amount is repaid to the Agent at a rate per annum equal to the Federal Funds Effective Rate for the first two (2) Business Days that such amount remains unpaid, and thereafter at a rate of interest then applicable to such Revolving Credit Advances. (c) Subject to the definition of “Interest Period” in Section 1 of this Agreement, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment.
Appears in 2 contracts
Samples: Revolving Credit and Term Loan Agreement (GLAUKOS Corp), Revolving Credit and Term Loan Agreement (GLAUKOS Corp)
Payment Procedure. (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise provided herein, all payments made by the Borrower of principal, interest or fees hereunder shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by the Agent not later than 1:00 12:00 p.m. (Detroit New York time) (or such later time on such date as agreed to by Agent) on the date such payment is required or intended to be made in Dollars in immediately available funds to the Agent’s Account. The Agent shall deem any payment by or on behalf of the Borrower hereunder that is not made in same day funds prior to 12:00 p.m. (New York time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Agent shall give prompt telephonic notice to the Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a) or 8.1(b), as applicable. Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Agent’s office located at 411 West Lafayettedefault interest rate determined pursuant to Section 2.6(d) from the date such amount was due and payable until the date such amount is paid in full.
(b) The Lenders and the Borrower hereby authorize the Agent to, 0xx Xxxxxand the Agent may, XX 0000from time to time, Xxxxxxx, Xxxxxxxx 00000-0000, for charge the ratable benefit of Loan Account with any amount due and payable by the Revolving Credit Lenders in Borrower under any Loan Document. Any amount charged to the case of Loan Account shall be deemed Indebtedness hereunder.
(c) All payments in respect of the Revolving Credit principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, together with any fees or premiums (including the Yield Maintenance Premium and any Letter the Prepayment Premium) and all other amounts payable with respect to the principal amount being repaid or prepaid.
(d) The Agent shall promptly distribute to each Lender at such account or address as such Lender shall indicate in writing, such Xxxxxx’s applicable Pro Rata Share of Credit Obligationsall payments and prepayments of principal and interest due hereunder, for together with all other amounts due with respect thereto, including, without limitation, all fees payable with respect thereto, to the ratable benefit of the Term Loan Lenders in the case of payments in respect of the Term Loan and for the ratable benefit of the Draw-To Term Loan Lenders in the case of payments in respect of the Draw-To Term Loan. Any payment extent received by the Agent after 1:00 p.m. (Detroit time) (or such later time on such date as agreed to by Agent) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon receipt of each such payment, the Agent shall make prompt payment to each applicable Lender, or, in respect of Eurodollar-based Advances, such Lender’s Eurodollar Lending Office, in like funds and currencies, of all amounts received by it for the account of such Lender.
(be) Unless the Agent shall have been notified in writing by the Borrower at least two (2) Business Days prior to the date on which any payment to be made by the Borrower is due that the Borrower does not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that the Borrower has remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender, Term Loan Lender or Draw-To Term Loan Lender, as the case may be, on such payment date an amount equal to such Lender’s share of such assumed payment. If the Borrower has not in fact remitted such payment to the Agent, each Lender shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such Lender, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender to the date such amount is repaid to the Agent at a rate per annum equal to the Federal Funds Effective Rate for the first two (2) Business Days that such amount remains unpaid, and thereafter at a rate of interest then applicable to such Revolving Credit Advances.
(c) Subject to the definition of “Interest Period” in Section 1 of this Agreement, whenever Whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment.
Appears in 2 contracts
Samples: Credit Agreement (Rent the Runway, Inc.), Credit Agreement (Rent the Runway, Inc.)
Payment Procedure. (a) All payments to be made by Company of principal of, or interest on the Borrower shall be made without condition Revolving Credit Notes or deduction for any counterclaim, defense, recoupment the Swing Line Notes or setoff. Except as otherwise provided herein, all payments made by the Borrower of principal, interest Letter of Credit Obligations or fees hereunder Fees shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by the Agent not later than 1:00 p.m. (Detroit time) (or such later time on such date as agreed to by Agent) on the date such payment is required or intended to be made in Dollars in immediately available funds to Agent, for the Agent ratable account of the Banks, at the Agent’s office located at 411 West Lafayette, 0xx Xxxxx, XX 0000Xxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-0000, for the ratable benefit of the Revolving Credit Lenders in the case of payments in respect of the Revolving Credit and any Letter of Credit Obligations, for the ratable benefit of the Term Loan Lenders in the case of payments in respect of the Term Loan and for the ratable benefit of the Draw-To Term Loan Lenders in the case of payments in respect of the Draw-To Term Loan. Any payment received by the Agent after 1:00 p.m. (Detroit time) (or such later time on such date as agreed to by Agent) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon receipt of each such payment, the Agent shall make prompt payment to each applicable LenderBank, or, in respect of Eurodollar-based Advances, such LenderBank’s Eurodollar Lending Office, in like funds and currencies, currencies of all amounts received by it for the account of such LenderBank. Any payment received by the Agent after 1:00 p.m. (Detroit time) shall be deemed received on the next Business Day.
(b) Unless the Agent shall have been notified in writing by the Borrower Company at least two (2) Business Days prior to the date on which any payment to be made by the Borrower Company is due that the Borrower Company does not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that the Borrower Company has remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender, Term Loan Lender or Draw-To Term Loan Lender, as the case may be, Bank on such payment date an amount equal to such LenderBank’s share of such assumed payment. If the Borrower Company has not in fact remitted such payment to the Agent, each Lender Bank shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such LenderBank, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender Bank to the date such amount is repaid to the Agent at a rate per annum equal to the Federal Funds Effective Rate for the first two (2) Business Days that such amount remains unpaid, and thereafter at a rate of interest then applicable to such Advances of the Revolving Credit AdvancesCredit.
(c) Subject to the definition of “Interest Period” in Section 1 of this Agreement, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment.
(d) All payments to be made by the Company under this Agreement or any of the Notes to the Agent or any Bank (including without limitation payments under the Swing Line Note) shall be made without set-off or counterclaim, as aforesaid, and, except as required by applicable law and subject to full compliance by each Bank (and each assignee and participant pursuant to Section 13.8) with Section 13.15, without deduction or withholding for any taxes of any nature imposed by any Governmental Authority or of any political subdivision thereof or any federation or organization of which such Governmental Authority may at the time of payment be a member. If any applicable law requires the deduction or withholding of any tax from any such payment, the Company shall:
(i) pay to the Agent for Agent’s own account and/or, as the case may be, for the account of the Banks such additional amounts as may be necessary to ensure that the Agent and/or such Bank or Banks (including the Swing Line Bank) receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and
(ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Bank (including the Swing Line Bank) or Banks, as the case may be, such certificates or certified copy receipts as the Agent or such Bank or Banks shall reasonably require as proof of the payment by the Company of any such taxes payable by the Company. As used herein, the terms “tax”, “taxes” and “taxation” include all taxes, levies, imposts, duties, charges, fees, deductions, and withholdings or similar charges, together with interest and, any taxes payable upon the amounts paid or payable pursuant to this Section 10.1 (other than (i) any taxes on the overall income, net income, net profits, or net receipts or similar taxes (or any franchise taxes imposed in lieu of such taxes) imposed on the Agent or any Bank (or branch maintained by the Agent or any Bank) as a result of a present or former connection (including being organized under the laws of, or having its principal office or, in the case of any Bank, its applicable lending office located in, the jurisdiction imposing such tax (or any political subdivision thereof)) between the Agent or such Bank and the Governmental Authority, political subdivision, federation or organization imposing such taxes, (ii) any branch profits taxes imposed on the Agent or any Bank by the United States or any similar tax imposed by any other jurisdiction, (iii) any tax that is required by the Internal Revenue Code to be withheld from amounts payable to the Agent or any Bank that has failed to comply with Section 13.15 hereof, (iv) in the case of a Foreign Lender, any withholding tax that is required to be imposed on amounts payable to such Foreign Lender pursuant to the laws in force at the time such Foreign Lender becomes a party hereto (or designates a new lending office) except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Company with respect to such withholding tax pursuant to Section 10.1(d)(i) hereof, or (v) any U.S. withholding tax imposed by FATCA (subsections (i) through (v), “Excluded Taxes”)). The Company shall be reimbursed by the applicable Bank for any payment made by the Company under this Section 10.1 if the applicable Bank is not in compliance with its obligations under Section 13.15 at the time of Company’s payment.
(e) If a Bank or Agent determines, in its sole discretion exercised in good faith, that it has received a refund of taxes as to which it has been indemnified by the payment of additional amounts pursuant to Section 10.1(d), it shall pay the Company an amount equal to such refund (but only to the extent of the additional payments made under Section 10.1(d) with respect to the taxes giving rise to such refund), net of all out-of-pocket expenses (including taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). The Company, upon the request of such Bank or Agent, shall repay to such Bank or Agent the amount paid over pursuant to this Section 10.1(e) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event such Bank or Agent is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 10.1(e), in no event will such Bank or Agent be required to pay any amount to the Company pursuant to this Section 10.1(e) the payment of which would place such Bank or Agent in a less favorable net after-tax position than such Bank or Agent would have been in if the tax giving rise to such refund had not been deducted, withheld, or otherwise imposed and the additional amounts under Section 10.1(d) had never been paid. This Section 10.1(e) shall not be construed to require any Bank or the Agent to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Company.
Appears in 2 contracts
Samples: Credit Agreement (Credit Acceptance Corp), Credit Agreement (Credit Acceptance Corp)
Payment Procedure. (a) All payments to be made by the Borrower shall be made without condition in respect of principal of, or deduction for interest on, any counterclaim, defense, recoupment Advance or setoff. Except as otherwise provided herein, all payments made by the Borrower in respect of principal, interest any Letter of Credit Obligations or fees hereunder Fees shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by the Agent not later than 1:00 p.m. 11:00 a.m. (Detroit time) (or such later time on such date as agreed to by Agent) on the date such payment is required or intended to be made in Dollars in immediately available funds to Agent, for the Agent ratable account of the Lenders, at the Agent’s office located at 411 West Lafayette, 0xx Xxxxx, XX 0000Xxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-0000. Payments made in respect of any Revolving Credit Advances or Swing Line Advances in euros or any Fees payable in euros shall be made in euros in immediately available funds to Agent, for the ratable benefit account of the Revolving Credit Lenders in or the case of payments in respect of the Revolving Credit and any Letter of Credit ObligationsIssuing Lender entitled to such payment at Agent’s office located at Xxx Xxxxxxx Xxxxxx, for the ratable benefit of the Term Loan Lenders in the case of payments in respect of the Term Loan and for the ratable benefit of the DrawXxxxxxx, Xxxxxxxx 00000-To Term Loan Lenders in the case of payments in respect of the Draw-To Term Loan. Any payment received by the Agent after 1:00 p.m. (Detroit time) (or such later time on such date as agreed to by Agent) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue0000. Upon receipt of each such payment, the Agent shall make prompt payment to each applicable Lender, or, in respect of EurodollarEurocurrency-based Advances, such Lender’s Eurodollar Eurocurrency Lending Office, in like funds and currencies, of all amounts received by it for the account of such Lender.
(b) Upon receipt of each such payment, the Agent shall make prompt payment to each Lender, or, in respect of Eurocurrency- based Advances, of all amounts received by it for the account of such Lender.
(c) Unless the Agent shall have been notified in writing by the Borrower at least two (2) Business Days prior to the date on which any payment to be made by the Borrower is due that the Borrower does did not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that the Borrower has remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender, Term Loan Lender or Draw-To Term Loan Lender, as the case may be, on such payment date an amount equal to such Lender’s share of such assumed payment. If the Borrower has not in fact remitted such payment to the Agent, each Revolving Credit Lender or Term Loan Lender, as applicable, shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such Lender, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender to the date such amount is repaid to the Agent at a rate per annum equal to (i) for Prime-based Advances, the Federal Funds Effective Rate for (daily average), as the first two (2) Business Days that such amount remains unpaidsame may vary from time to time, and thereafter at a rate (ii) with respect to Eurocurrency-based Advances, Agent’s aggregate marginal cost (including the cost of interest then applicable to maintaining any required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred by Agent) of carrying such Revolving Credit Advancesamount.
(cd) Subject to the definition of “Interest Period” in Section 1 of this Agreement, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment.
(e) All payments to be made by Borrower under this Agreement or any of the Notes (including without limitation payments under the Swing Line) shall be made without set-off or counterclaim, as aforesaid, and, subject to compliance by the Lenders with Section 13.13, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any Governmental Authority may at the time of payment be a member, unless Borrower is compelled by law to make payment subject to such tax. In such event, Borrower shall:
(i) pay to the Agent for Agent’s own account and/or, as the case may be, for the account of the Lenders (and, in the case of Advances of the Swing Line, pay to the Swing Line Lender which funded such Advances) such additional amounts as may be necessary to ensure that the Agent and/or such Lender or Lenders receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and
(ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Lender (including the Swing Line Lender) or Lenders, as the case may be, such certificates or certified copy receipts as the Agent or such Lender or Lenders shall reasonably require as proof of the payment by the Borrower, of any such taxes payable by the Borrower. As used herein, the terms “tax”, “taxes” and “taxation” include all taxes, levies, imposts, duties, charges, fees, deductions and withholdings and any restrictions or conditions resulting in a charge together with interest (and any taxes payable upon the amounts paid or payable pursuant to this Section 10.1) thereon and fines and penalties with respect thereto which may be imposed by reason of any violation or default with respect to the law regarding such tax, assessed as a result of or in connection with the transactions in euros hereunder, or the payment and/or receipt of funds in euros hereunder or the payment or delivery of funds into or out of any jurisdiction other than the United States (whether assessed against any of the Borrower, Agent or any of the Lenders). Borrower shall be reimbursed by the applicable Lender for any payment made by Borrower under this Section 10.1 if the applicable Lender is not in compliance with its obligations under Section 13.13.
Appears in 2 contracts
Samples: Credit Agreement (Noble International, Ltd.), Credit Agreement (Noble International, Ltd.)
Payment Procedure. (a) All payments to be made by Company of principal of, or interest on, the Borrower Notes, or any other Indebtedness, shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise provided herein, all payments made by the Borrower of principal, interest or fees hereunder shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by the Agent not later than 1:00 p.m. 11:00 a.m. (Detroit time) (or such later time on such date as agreed to by Agent) on the date such payment is required or intended to be made in Dollars in immediately available funds to Agent, for the Agent ratable account of the Banks, at the Agent’s 's office located at 411 West Lafayette, 0xx Xxxxx, XX 0000One Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-0000, (xare of Agent's Eurocurrency Lending Office, for the ratable benefit of the Revolving Credit Lenders in the case of payments in respect of the Revolving Credit and any Letter of Credit Obligations, for the ratable benefit of the Term Loan Lenders in the case of payments in respect of the Term Loan and for the ratable benefit of the DrawEurocurrency-To Term Loan Lenders in the case of payments in respect of the Draw-To Term Loanbased Advances). Any payment received Upon receipt by the Agent after 1:00 p.m. (Detroit time) (or such later time on such date as agreed to by Agent) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon receipt of each such payment, the Agent shall make prompt payment in like funds received to each applicable LenderBank as appropriate, or, in respect of EurodollarEurocurrency-based Advances, to such Lender’s Eurodollar Bank's Eurocurrency Lending Office, in like funds and currencies, of all amounts received by it for the account of such Lender.
(b) Unless the Agent shall have been notified in writing by the Borrower at least two (2) Business Days Company prior to the date on which any payment to be made by the Borrower Company is due that the Borrower Company does not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that the Borrower Company has remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender, Term Loan Lender or Draw-To Term Loan Lender, as the case may be, Bank on such payment date an amount equal to such Lender’s Bank's share of such assumed payment. If the Borrower Company has not in fact remitted such payment to the Agent, Agent each Lender Bank shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such LenderBank, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender Bank to the date such amount is repaid to the Agent at a rate per annum equal to (i) for Prime-based Advances, the Federal Funds Effective Rate for (daily average), as the first two (2) Business Days that such amount remains unpaidsame may vary from time to time, and thereafter at a rate (ii) with respect to Eurocurrency-based Advances, Agent's aggregate marginal cost (including the cost of interest then applicable to maintaining any 58 69 required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred by Agent) of carrying such Revolving Credit Advancesamount.
(c) Subject to the definition of “Interest Period” in Section 1 of this Agreement, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment. (d) Subject to the provisions of Sections 14.12 and 14.14 hereof, all payments to be made by Company hereunder shall be made without set-off or counterclaim and without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority thereof or any federation or organization of which such governmental authority may at the time of payment be a member, unless Company is compelled by law to make payment subject to such tax. In such event, Company shall
(i) pay to the Agent, for Agent's own account and/or, as the case may be, for the account of the Banks, such additional amount (the "Gross-Up") as may be necessary to ensure that the Agent and the Banks receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and
(ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent such certificates or certified copy receipts as the Agent shall reasonably require as proof of the payment by the Company of any such taxes payable by the Company. If Agent or any Bank receives a cash refund with respect to taxes paid by Company pursuant to this Section 11.1(d), it shall promptly remit such cash refund, in the amount received, to Company.
Appears in 1 contract
Payment Procedure. (a) All payments to be made by Company of principal of, or interest on, the Borrower shall be made without condition Notes, or deduction for any counterclaimof Fees, defense, recoupment or setoff. Except as otherwise provided herein, all payments made by the Borrower of principal, interest or fees hereunder shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by the Agent not later than 1:00 p.m. 12:00 noon (Detroit time) (or such later time on such date as agreed to by Agent) on the date such payment is required or intended to be made in Dollars in immediately available funds to the Agent at the Agent’s office located at 411 West Lafayette, 0xx Xxxxx, XX 0000, Xxxxxxx, Xxxxxxxx 00000-0000, for the ratable benefit account of the Revolving Credit Lenders in the case Banks, at Agent's office located at One Detroit Center, Detroit, Michigan 48226-3289, (care of payments in respect of the Revolving Credit and any Letter of Credit ObligationsAgenx'x Xxxxxxxxxxxx Xxxxxxx Xxxxxx, for the ratable benefit of the Term Loan Lenders in the case of payments in respect of the Term Loan and for the ratable benefit of the Drawxxx Xxxxxxxxxxxy-To Term Loan Lenders in the case of payments in respect of the Draw-To Term Loanbased Advances). Any payment received Upon receipt by the Agent after 1:00 p.m. (Detroit time) (or such later time on such date as agreed to by Agent) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon receipt of each such payment, the Agent shall make prompt payment in like funds received to each applicable LenderBank as appropriate, or, in respect of EurodollarEurocurrency-based Advances, to such Lender’s Eurodollar Bank's Eurocurrency Lending Office, in like funds and currencies, of all amounts received by it for the account of such Lender.
(b) Unless the Agent shall have been notified in writing by the Borrower at least two (2) Business Days Company prior to the date on which any payment to be made by the Borrower Company is due that the Borrower Company does not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that the Borrower Company has remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender, Term Loan Lender or Draw-To Term Loan Lender, as the case may be, Bank on such payment date an amount equal to such Lender’s Bank's share of such assumed payment. If the Borrower Company has not in fact remitted such payment to the Agent, Agent each Lender Bank shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such LenderBank, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender Bank to the date such amount is repaid to the Agent at a rate per annum equal to (i) for Prime-based Advances, the Federal Funds Effective Rate for (daily average), as the first two (2) Business Days that such amount remains unpaidsame may vary from time to time, and thereafter at a rate (ii) with respect to Eurocurrency-based Advances, Agent's aggregate marginal cost (including the cost of interest then applicable to maintaining any required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred by Agent) of carrying such Revolving Credit Advancesamount.
(c) Subject to the definition of “Interest Period” in Section 1 of this Agreement, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment.
(d) All payments to be made by the Company under this Agreement or any of the Notes (including without limitation payments under the Swing Line Note) shall be made without set-off or counterclaim, as aforesaid, and without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority or of any political subdivision thereof or any federation or organization of which such governmental authority may at the time of payment be a member, unless Company is compelled by law to make payment subject to such tax. In such event, Company shall:
(i) pay to the Agent for Agent's own account and/or, as the case may be, for the account of the Banks (and, in the case of Advances of the Swing Line, pay to the Swing Line Bank which funded such Advances) such additional amounts as may be necessary to ensure that the Agent and/or such Bank or Banks receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and
(ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Bank (including the Swing Line Bank) or Banks, as the case may be, such certificates or certified copy receipts as the Agent or such Bank or Banks shall reasonably require as proof of the payment by the Company, of any such taxes payable by the Company.
Appears in 1 contract
Payment Procedure. (a) All payments to be made by Company and/or by the Borrower shall be made without condition Designated Borrowers of principal of, or deduction for any counterclaiminterest on, defense, recoupment the Purchase Money Notes or setoff. Except as otherwise provided herein, all payments made by the Borrower of principal, interest or fees hereunder shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by the Agent not later than 1:00 p.m. 12:00 noon (Detroit time) (or such later time on such date as agreed to by Agent) on the date such payment is required or intended to be made in Dollars in immediately available funds to Agent, for the Agent ratable account of the Banks, at the Agent’s 's office located at 411 West Lafayette, 0xx Xxxxx, XX 0000One Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-000000000 xx, for the ratable benefit of the Revolving Credit Lenders in the case of payments in respect of the Revolving Credit and any Letter of Credit ObligationsEurocurrency-based Advances, for the ratable benefit of the Term Loan Lenders in the case of payments in respect of the Term Loan and for the ratable benefit of the Draw-To Term Loan Lenders in the case of payments in respect of the Draw-To Term Loan. Any payment received by the Agent after 1:00 p.m. (Detroit time) (or such later time on such date as agreed to by at Agent) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue's Eurocurrency Lending Office. Upon receipt of each such payment, the Agent shall make prompt payment to each applicable LenderBank, or, in respect of EurodollarEurocurrency-based Advances, such Lender’s Eurodollar Bank's Eurocurrency Lending Office, in like funds and currenciesfunds, of all amounts received by it for the account of such LenderBank.
(b) Unless the Agent shall have been notified in writing by the Borrower at least two (2) Business Days Company prior to the date on which any payment to be made by the Company or a Designated Borrower is due that the Company or such Designated Borrower does not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do sodiscretion, assume that the Company or the applicable Designated Borrower has remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender, Term Loan Lender or Draw-To Term Loan Lender, as the case may be, Bank on such payment date an amount equal to such Lender’s Bank's share of such assumed payment. If the Company or such Designated Borrower has not in fact remitted such payment to the Agent, each Lender Bank shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such LenderBank, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender Bank to the date such amount is repaid to the Agent at a rate per annum equal to (i) for Domestic Advances, the Federal Funds Effective Rate for Rate, as the first two (2) Business Days that such amount remains unpaidsame may vary from time to time, and thereafter at a rate (ii) with respect to Eurocurrency-based Advances, Agent's aggregate marginal cost (including the cost of interest then applicable to maintaining any required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred by Agent) of carrying such Revolving Credit Advancesamount.
(c) Subject to the definition of “Interest Period” in Section 1 of this Agreement, whenever Whenever any payment to be made hereunder (other than payments in respect of any Eurocurrency-based Advance) shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment.such
Appears in 1 contract
Payment Procedure. (a) All payments to be made by Company of principal of, or interest on, the Borrower shall be made without condition Notes, or deduction for any counterclaimof Fees, defense, recoupment or setoff. Except as otherwise provided herein, all payments made by the Borrower of principal, interest or fees hereunder shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by the Agent not later than 1:00 p.m. 12:00 noon (Detroit time) (or such later time on such date as agreed to by Agent) on the date such payment is required or intended to be made in Dollars in immediately available funds to Agent, for the Agent ratable account of the Banks, at the Agent’s 's office located at 411 West Lafayette, 0xx Xxxxx, XX 0000One Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-0000, for the ratable benefit (care of the Revolving Credit Lenders in the case of payments in respect of the Revolving Credit and any Letter of Credit ObligationsAgent's Eurocurrency Lending Office, for the ratable benefit of the Term Loan Lenders in the case of payments in respect of the Term Loan and for the ratable benefit of the DrawEurocurrency-To Term Loan Lenders in the case of payments in respect of the Draw-To Term Loanbased Advances). Any payment received Upon receipt by the Agent after 1:00 p.m. (Detroit time) (or such later time on such date as agreed to by Agent) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon receipt of each such payment, the Agent shall make prompt payment in like funds received to each applicable LenderBank as appropriate, or, in respect of EurodollarEurocurrency-based Advances, to such Lender’s Eurodollar Bank's Eurocurrency Lending Office, in like funds and currencies, of all amounts received by it for the account of such Lender.
(b) Unless the Agent shall have been notified in writing by the Borrower at least two (2) Business Days Company prior to the date on which any payment to be made by the Borrower Company is due that the Borrower Company does not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that the Borrower Company has remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender, Term Loan Lender or Draw-To Term Loan Lender, as the case may be, Bank on such payment date an amount equal to such Lender’s Bank's share of such assumed payment. If the Borrower Company has not in fact remitted such payment to the Agent, Agent each Lender Bank shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such LenderBank, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender Bank to the date such amount is repaid to the Agent at a rate per annum equal to (i) for Prime-based Advances, the Federal Funds Effective Rate for (daily average), as the first two (2) Business Days that such amount remains unpaidsame may vary from time to time, and thereafter at a rate (ii) with respect to Eurocurrency-based Advances, Agent's aggregate marginal cost (including the cost of interest then applicable to maintaining any required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred by Agent) of carrying such Revolving Credit Advancesamount.
(c) Subject to the definition of “Interest Period” in Section 1 of this Agreement, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment.
(d) All payments to be made by the Company under this Agreement or any of the Notes (including without limitation payments under the Swing Line Note) shall be made without set-off or counterclaim, as aforesaid, and without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority or of any political subdivision thereof or any federation or
Appears in 1 contract
Payment Procedure. (a) All payments to be made by Company of principal of, or interest on, the Borrower shall be made without condition Notes, or deduction for any counterclaimof Fees, defense, recoupment or setoff. Except as otherwise provided herein, all payments made by the Borrower of principal, interest or fees hereunder shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by the Agent not later than 1:00 p.m. 12:00 noon (Detroit time) (or such later time on such date as agreed to by Agent) on the date such payment is required or intended to be made in Dollars in immediately available funds to Agent, for the Agent ratable account of the Banks, at the Agent’s 's office located at 411 West Lafayette, 0xx Xxxxx, XX 0000One Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-0000, for the ratable benefit (xare of the Revolving Credit Lenders in the case of payments in respect of the Revolving Credit and any Letter of Credit ObligationsAgent's Eurocurrency Lending Office, for the ratable benefit of the Term Loan Lenders in the case of payments in respect of the Term Loan and for the ratable benefit of the DrawEurocurrency-To Term Loan Lenders in the case of payments in respect of the Draw-To Term Loanbased Advances). Any payment received Upon receipt by the Agent after 1:00 p.m. (Detroit time) (or such later time on such date as agreed to by Agent) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon receipt of each such payment, the Agent shall make prompt payment in like funds received to each applicable LenderBank as appropriate, or, in respect of EurodollarEurocurrency-based Advances, to such Lender’s Eurodollar Bank's Eurocurrency Lending Office, in like funds and currencies, of all amounts received by it for the account of such Lender.
(b) Unless the Agent shall have been notified in writing by the Borrower at least two (2) Business Days Company prior to the date on which any payment to be made by the Borrower Company is due that the Borrower Company does not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that the Borrower Company has remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender, Term Loan Lender or Draw-To Term Loan Lender, as the case may be, Bank on such payment date an amount equal to such Lender’s Bank's share of such assumed payment. If the Borrower Company has not in fact remitted such payment to the Agent, Agent each Lender Bank shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such LenderBank, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender Bank to the date such amount is repaid to the Agent at a rate per annum equal to (i) for Prime-based Advances, the Federal Funds Effective Rate for (daily average), as the first two (2) Business Days that such amount remains unpaidsame may vary from time to time, and thereafter at a rate (ii) with respect to Eurocurrency-based Advances, Agent's aggregate marginal cost (including the cost of interest then applicable to maintaining any required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred by Agent) of carrying such Revolving Credit Advancesamount.
(c) Subject to the definition of “Interest Period” in Section 1 of this Agreement, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment.
(d) All payments to be made by the Company under this Agreement or any of the Notes shall be made without set-off or counterclaim, as aforesaid, and without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority or of any political subdivision thereof or any federation or organization of which such governmental authority may at the time of payment be a member, unless Company is compelled by law to make payment subject to such tax. In such event, Company shall:
(i) pay to the Agent for Agent's own account and/or, as the case may be, for the account of the Banks such additional amounts as may be necessary to ensure that the Agent and/or such Bank or Banks receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and
(ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Bank or Banks, as the case may be, such certificates or certified copy receipts as the Agent or such Bank or Banks shall reasonably require as proof of the payment by the Company, of any such taxes payable by the Company. As used herein, the terms "tax", "taxes" and "taxation" include all existing or future income, stamp or other taxes (excluding, in the case of the Agent and each Bank, net income and franchise taxes imposed on the Agent or such Bank by the jurisdiction under the laws of which the Agent or such Bank is organized or any political subdivision or taxing authority thereof or therein, or by any jurisdiction in which such Bank's domestic lending office or Eurocurrency Lending Office, as the case may be, is located or any political subdivision or taxing authority thereof or therein) levies, imposts, duties, charges, fees, deductions and withholdings and any restrictions or conditions resulting in a charge together with interest thereon and fines and penalties with respect thereto which may be imposed by reason of any violation or default with respect to the law regarding such tax, assessed as a result of or in connection with the transactions hereunder, or the payment and or receipt of funds hereunder, or the payment or delivery of funds into or out of any jurisdiction other than the United States (whether assessed against Company, Agent or any of the Banks).
Appears in 1 contract
Samples: Revolving Credit Agreement (Meadowbrook Insurance Group Inc)
Payment Procedure. (a) All payments to be made by Company of principal of, or interest on, the Borrower shall be made without condition Notes, or deduction for any counterclaimof Fees, defense, recoupment or setoff. Except as otherwise provided herein, all payments made by the Borrower of principal, interest or fees hereunder shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by the Agent not later than 1:00 p.m. 12:00 noon (Detroit time) (or such later time on such date as agreed to by Agent) on the date such payment is required or intended to be made in Dollars in immediately available funds to the Agent at the Agent’s office located at 411 West Lafayette, 0xx Xxxxx, XX 0000, Xxxxxxx, Xxxxxxxx 00000-0000, for the ratable benefit account of the Revolving Credit Lenders in the case Lenders, at Agent's office located at 000 Xxxxxxxx Xxxxxx, Detroit, Michigan 48226, (care of payments in respect of the Revolving Credit and any Letter of Credit ObligationsAgent's Eurocurrency Lending Office, for the ratable benefit of the Term Loan Lenders in the case of payments in respect of the Term Loan and for the ratable benefit of the DrawEurocurrency-To Term Loan Lenders in the case of payments in respect of the Draw-To Term Loanbased Advances). Any payment received Upon receipt by the Agent after 1:00 p.m. (Detroit time) (or such later time on such date as agreed to by Agent) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon receipt of each such payment, the Agent shall make prompt payment in like funds received to each applicable LenderLender as appropriate, or, in respect of EurodollarEurocurrency-based Advances, to such Lender’s Eurodollar 's Eurocurrency Lending Office, in like funds and currencies, of all amounts received by it for the account of such Lender.
(b) Unless the Agent shall have been notified in writing by the Borrower at least two (2) Business Days Company prior to the date on which any payment to be made by the Borrower Company is due that the Borrower Company does not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that the Borrower Company has remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender, Term Loan Lender or Draw-To Term Loan Lender, as the case may be, on such payment date an amount equal to such Lender’s 's share of such assumed payment. If the Borrower Company has not in fact remitted such payment to the Agent, Agent each Lender shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such Lender, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender to the date such amount is repaid to the Agent at a rate per annum equal to (i) for Prime-based Advances, the Federal Funds Effective Rate for (daily average), as the first two (2) Business Days that such amount remains unpaidsame may vary from time to time, and thereafter at a rate (ii) with respect to Eurocurrency-based Advances, Agent's aggregate marginal cost (including the cost of interest then applicable to maintaining any required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred by Agent) of carrying such Revolving Credit Advancesamount.
(c) Subject to the definition of “Interest Period” in Section 1 of this Agreement, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment.
(d) All payments to be made by the Company under this Agreement or any of the Notes (including without limitation payments under the Swing Line Note) shall be made without set-off or counterclaim, as aforesaid, and without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority or of any political subdivision thereof or any federation or organization of which such governmental authority may at the time of payment be a member, unless Company is compelled by law to make payment subject to such tax. In such event, Company shall:
(i) pay to the Agent for Agent's own account and/or, as the case may be, for the account of the Lenders (and, in the case of Advances of the Swing Line, pay to the Swing Line Lender which funded such Advances) such additional amounts as may be necessary to ensure that the Agent and/or such Lender or Lenders receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and
(ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Lender (including the Swing Line Lender) or Lenders, as the case may be, such certificates or certified copy receipts as the Agent or such Lender or Lenders shall reasonably require as proof of the payment by the Company, of any such taxes payable by the Company. As used herein, the terms "tax", "taxes" and "taxation" include all existing or future income, stamp or other taxes (excluding, in the case of the Agent and each Lender, net income and franchise taxes imposed on the Agent or such Lender by the jurisdiction under the laws of which the Agent or such Lender is organized or any political subdivision or taxing authority thereof or therein, or by any jurisdiction in which such Lender's domestic lending office or Eurocurrency Lending Office, as the case may be, is located or any political subdivision or taxing authority thereof or therein) levies, imposts, duties, charges, fees, deductions and withholdings and any restrictions or conditions resulting in a charge together with interest thereon and fines and penalties with respect thereto which may be imposed by reason of any violation or default with respect to the law regarding such tax, assessed as a result of or in connection with the transactions hereunder, or the payment and or receipt of funds hereunder, or the payment or delivery of funds into or out of any jurisdiction other than the United States (whether assessed against Company, Agent or any of the Lenders).
Appears in 1 contract
Payment Procedure. (a) All payments to be made by any of the Borrower shall be made without condition Borrowers of principal of, or deduction for any counterclaiminterest on, defense, recoupment Advances of the Revolving Credit or setoff. Except as otherwise provided herein, all payments made by the Borrower Swing Line or of principal, interest Letter of Credit Obligations or fees hereunder Fees shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by the Agent not later than 1:00 p.m. 11:00 a.m. (Detroit time) (or such later time on such date as agreed to by Agent) on the date such payment is required or intended to be made in Dollars in immediately available funds to Agent, for the Agent ratable account of Lenders, at the Agent’s office located at 411 West Lafayette, 0xx Xxxxx, XX 0000Xxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-0000, in respect of Domestic Advances or Fees payable in Dollars. Payments made in respect of any Advance in any Alternative Currency or any Fees payable in any Alternative Currency shall be made in such Alternative Currency in immediately available funds for the account of Agent’s Eurocurrency Lending Office, at Agent’s Correspondent, for the ratable benefit account of Lenders, not later than 11:00 a.m. (the Revolving Credit Lenders in the case time of payments in respect of the Revolving Credit and any Letter of Credit Obligations, for the ratable benefit of the Term Loan Lenders in the case of payments in respect of the Term Loan and for the ratable benefit of the Draw-To Term Loan Lenders in the case of payments in respect of the Draw-To Term Loan. Any payment received by the Agent after 1:00 p.m. (Detroit time) (or such later time on such date as agreed to by Agent) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue’s Correspondent). Upon receipt of each such payment, the Agent shall make prompt payment to each applicable Lender, or, in respect of EurodollarEurocurrency-based Advances, such Lender’s Eurodollar Eurocurrency Lending Office, in like funds and currencies, of all amounts received by it for the account of such Lender.
(b) Unless the Agent shall have been notified in writing by the Borrower at least two (2) Business Days Company prior to the date on which any payment to be made by any of the Borrower Borrowers is due that the such Borrower does not intend to remit such payment, the Agent may, in its sole discretion and but without obligation to do soany obligation, assume that the such Borrower has remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender, Term Loan Lender or Draw-To Term Loan Lender, as the case may be, on such payment date an amount equal to such Lender’s share of such assumed payment. If the Borrower has not in fact remitted such payment to the Agent, each Lender shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such Lender, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender to the date such amount is repaid to the Agent at a rate per annum equal to the Federal Funds Effective Rate for the first two (2) Business Days that such amount remains unpaid, and thereafter at a rate of interest then applicable to such Revolving Credit Advances.
(c) Subject to the definition of “Interest Period” in Section 1 of this Agreement, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment.assumed
Appears in 1 contract
Payment Procedure. (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise provided herein, all payments made by the Borrower Company in respect of principalprincipal of, or interest on, any Advance in Dollars under the Revolving Credit or fees under the Term Loan or in respect of any Letter of Credit Obligations under the Revolving Credit or Fees hereunder which are payable in Dollars shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by the Agent not later than 1:00 p.m. (Detroit time) (or such later time on such date as agreed to by Agent) on the date such payment is required or intended to be made in Dollars in immediately available funds to the Agent at the Administrative Agent’s office located at 411 West Lafayette, 0xx Xxxxx, XX 0000, Xxxxxxx, Xxxxxxxx 00000-0000, for the ratable benefit account of the Revolving Credit Lenders Banks in the case of payments in respect of the Revolving Credit and any Letter of Credit ObligationsCredit, for the ratable benefit of the Term Loan Lenders Banks in the case of payments in respect of the Term Loan and for the ratable benefit of the DrawLoan, at Administrative Agent's office located at Xxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-To Term Loan Lenders in the case of payments in respect of the Draw-To Term Loan. Any payment received by the Agent after 1:00 p.m. (Detroit time) (or such later time on such date as agreed to by Agent) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue0000. Upon receipt of each such payment, the Administrative Agent shall make prompt payment to each applicable LenderBank, or, in respect of EurodollarEurocurrency-based Advances, such Lender’s Eurodollar Bank's Eurocurrency Lending Office, in like funds and currencies, of all amounts received by it for the account of such LenderBank.
(b) Unless the Administrative Agent shall have been notified in writing by the Borrower at least two (2) Business Days Company prior to the date on which any payment to be made by the Borrower Company is due that the Borrower Company does not intend to remit such payment, the Administrative Agent may, in its sole discretion and without obligation to do so, assume that the Borrower Company has remitted such payment when so due and the Administrative Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender, Bank or Term Loan Lender or Draw-To Term Loan LenderBank, as the case may be, on such payment date an amount equal to such Lender’s Bank's share of such assumed payment. If the Borrower Company has not in fact remitted such payment to the Agent, Administrative Agent each Lender Revolving Credit Bank shall forthwith on demand repay to the Administrative Agent the amount of such assumed payment made available or transferred to such LenderBank, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender Bank to the date such amount is repaid to the Administrative Agent at a rate per annum equal to (i) for Prime-based Advances, the Federal Funds Effective Rate for (daily average), as the first two (2) Business Days that such amount remains unpaidsame may vary from time to time, and thereafter at a rate (ii) with respect to Eurocurrency-based Advances or Quoted Rate Advances, Administrative Agent's aggregate marginal cost (including the cost of interest then applicable to maintaining any required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred by Administrative Agent) of carrying such Revolving Credit Advancesamount.
(c) Subject to the definition of “Interest Period” in Section 1 of this Agreement, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment.
(d) All payments to be made by Company under this Agreement or any of the Notes (including without limitation payments under the Swing Line) shall be made without setoff or counterclaim, as aforesaid, and, subject to full compliance by each Bank (and each assignee and participant pursuant to Section 13.8) with Section 13.12, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority or of any political subdivision thereof or any federation or organization of which such governmental authority may at the time of payment be a member (other than any net income, net profits or franchise taxes imposed on the Agent or any Bank as a result of a present or former connection between the Agent or such Bank and the governmental authority, political subdivision, federation or organization imposing such taxes), unless Company is compelled by law to make payment subject to such tax. In such event, Company shall:
(i) pay to the Agent for Agent's own account and/or, as the case may be, for the account of the Banks (and, in the case of Advances of the Swing Line, pay to the Swing Line Bank which funded such Advances) such additional amounts as may be necessary to ensure that the Agent and/or such Bank or Banks receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and
(ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Bank (including the Swing Line Bank) or Banks, as the case may be, such certificates or certified copy receipts as the Agent or such Bank or Banks shall reasonably require as proof of the payment by the Company, of any such taxes payable by the Company.
Appears in 1 contract
Payment Procedure. (a) All payments to be made by Company of principal of, or interest on, the Borrower shall be made without condition Notes, or deduction for any counterclaimof Fees, defense, recoupment or setoff. Except as otherwise provided herein, all payments made by the Borrower of principal, interest or fees hereunder shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by the Agent not later than 1:00 p.m. 12:00 noon (Detroit time) (or such later time on such date as agreed to by Agent) on the date such payment is required or intended to be made in Dollars in immediately available funds to Agent, for the Agent ratable account of the Banks, at the Agent’s 's office located at 411 West Lafayette, 0xx Xxxxx, XX 0000One Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-0000, for the ratable benefit (xare of the Revolving Credit Lenders in the case of payments in respect of the Revolving Credit and any Letter of Credit ObligationsAgent's Eurocurrency Lending Office, for the ratable benefit of the Term Loan Lenders in the case of payments in respect of the Term Loan and for the ratable benefit of the DrawEurocurrency-To Term Loan Lenders in the case of payments in respect of the Draw-To Term Loanbased Advances). Any payment received Upon receipt by the Agent after 1:00 p.m. (Detroit time) (or such later time on such date as agreed to by Agent) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon receipt of each such payment, the Agent shall make prompt payment in like funds received to each applicable LenderBank as appropriate, or, in respect of EurodollarEurocurrency-based Advances, to such Lender’s Eurodollar Bank's Eurocurrency Lending Office, in like funds and currencies, of all amounts received by it for the account of such Lender.
(b) Unless the Agent shall have been notified in writing by the Borrower at least two (2) Business Days Company prior to the date on which any payment to be made by the Borrower Company is due that the Borrower Company does not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that the Borrower Company has remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender, Term Loan Lender or Draw-To Term Loan Lender, as the case may be, Bank on such payment date an amount equal to such Lender’s Bank's share of such assumed payment. If the Borrower Company has not in fact remitted such payment to the Agent, Agent each Lender Bank shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such LenderBank, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender Bank to the date such amount is repaid to the Agent at a rate per annum equal to (i) for Prime-based Advances, the Federal Funds Effective Rate for (daily average), as the first two (2) Business Days that such amount remains unpaidsame may vary from time to time, and thereafter at a rate (ii) with respect to Eurocurrency- based Advances, Agent's aggregate marginal cost (including the cost of interest then applicable to maintaining any required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred by Agent) of carrying such Revolving Credit Advancesamount.
(c) Subject to the definition of “Interest Period” in Section 1 of this Agreement, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment.
(d) All payments to be made by the Company under this Agreement or any of the Notes (including without limitation payments under the Swing Line Note) shall be made without set-off or counterclaim, as aforesaid, and without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority or of any political subdivision thereof or any federation or organization of which such governmental authority may at the time of payment be a member, unless Company is compelled by law to make payment subject to such tax. In such event, Company shall:
(i) pay to the Agent for Agent's own account and/or, as the case may be, for the account of the Banks (and, in the case of Advances of the Swing Line, pay to the Swing Line Bank which funded such Advances) such additional amounts as may be necessary to ensure that the Agent and/or such Bank or Banks receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and
(ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Bank (including the Swing Line Bank) or Banks, as the case may be, such certificates or certified copy receipts as the Agent or such Bank or Banks shall reasonably require as proof of the payment by the Company, of any such taxes payable by the Company.
Appears in 1 contract
Payment Procedure. (a) All payments to be made by Company of principal of, or interest on, the Borrower shall be made without condition Notes, or deduction for any counterclaimof Fees, defense, recoupment or setoff. Except as otherwise provided herein, all payments made by the Borrower of principal, interest or fees hereunder shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by the Agent not later than 1:00 p.m. 12:00 noon (Detroit time) (or such later time on such date as agreed to by Agent) on the date such payment is required or intended to be made in Dollars in immediately available funds to Agent, for the Agent ratable account of the Banks, at the Agent’s 's office located at 411 West Lafayette, 0xx Xxxxx, XX 0000One Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-0000, for the ratable benefit (xare of the Revolving Credit Lenders in the case of payments in respect of the Revolving Credit and any Letter of Credit ObligationsAgent's Eurocurrency Lending Office, for the ratable benefit of the Term Loan Lenders in the case of payments in respect of the Term Loan and for the ratable benefit of the DrawEurocurrency-To Term Loan Lenders in the case of payments in respect of the Draw-To Term Loanbased Advances). Any payment received Upon receipt by the Agent after 1:00 p.m. (Detroit time) (or such later time on such date as agreed to by Agent) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon receipt of each such payment, the Agent shall make prompt payment in like funds received to each applicable LenderBank as appropriate, or, in respect of EurodollarEurocurrency-based Advances, to such Lender’s Eurodollar Bank's Eurocurrency Lending Office, in like funds and currencies, of all amounts received by it for the account of such Lender.
(b) Unless the Agent shall have been notified in writing by the Borrower at least two (2) Business Days Company prior to the date on which any payment to be made by the Borrower Company is due that the Borrower Company does not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that the Borrower Company has remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender, Term Loan Lender or Draw-To Term Loan Lender, as the case may be, Bank on such payment date an amount equal to such Lender’s Bank's share of such assumed payment. If the Borrower Company has not in fact remitted such payment to the Agent, Agent each Lender Bank shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such LenderBank, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender Bank to the date such amount is repaid to the Agent at a rate per annum equal to (i) for Prime-based Advances, the Federal Funds Effective Rate for (daily average), as the first two (2) Business Days that such amount remains unpaidsame may vary from time to time, and thereafter at a rate (ii) with respect to Eurocurrency- 71 79 EXHIBIT 10.1 based Advances, Agent's aggregate marginal cost (including the cost of interest then applicable to maintaining any required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred by Agent) of carrying such Revolving Credit Advancesamount.
(c) Subject to the definition of “Interest Period” in Section 1 of this Agreement, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment.
(d) All payments to be made by the Company under this Agreement or any of the Notes (including without limitation payments under the Swing Line Note) shall be made without set-off or counterclaim, as aforesaid, and without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority or of any political subdivision thereof or any federation or organization of which such governmental authority may at the time of payment be a member, unless Company is compelled by law to make payment subject to such tax. In such event, Company shall:
(i) pay to the Agent for Agent's own account and/or, as the case may be, for the account of the Banks (and, in the case of Advances of the Swing Line, pay to the Swing Line Bank which funded such Advances) such additional amounts as may be necessary to ensure that the Agent and/or such Bank or Banks receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and
(ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Bank (including the Swing Line Bank) or Banks, as the case may be, such certificates or certified copy receipts as the Agent or such Bank or Banks shall reasonably require as proof of the payment by the Company, of any such taxes payable by the Company. As used herein, the terms "tax", "taxes" and "taxation" include all existing or future income, stamp or other taxes (excluding, in the case of the Agent and each Bank, net income and franchise taxes imposed on the Agent or such Bank by the jurisdiction under the laws of which the Agent or such Bank is organized or any political subdivision or taxing authority thereof or therein, or by any jurisdiction in which such Bank's domestic lending office or Eurocurrency Lending Office, as the case may be, is located or any political subdivision or taxing authority thereof or therein) levies, imposts, duties, charges, fees, deductions and withholdings and any restrictions or conditions resulting in a charge together with interest thereon and fines and penalties with respect thereto which may be imposed by reason of any violation or default with respect to the law regarding such tax, assessed as a result of or in connection with the transactions hereunder, or the payment and or receipt of funds hereunder, or the payment or delivery of funds into or out of any jurisdiction other than the United States (whether assessed against Company, Agent or any of the Banks). 80 EXHIBIT 10.1
Appears in 1 contract
Payment Procedure. (a) All payments to be made by Company of principal of, or interest on, the Borrower shall be made without condition Notes, or deduction for any counterclaimof Fees, defense, recoupment or setoff. Except as otherwise provided herein, all payments made by the Borrower of principal, interest or fees hereunder shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by the Agent not later than 1:00 p.m. 11:00 a.m. (Detroit time) (or such later time on such date as agreed to by Agent) on the date such payment is required or intended to be made in Dollars in immediately available funds to Agent, for the Agent ratable account of the Banks, at the Agent’s 's office located at 411 West Lafayette, 0xx Xxxxx, XX 0000One Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-0000, for the ratable benefit (xare of the Revolving Credit Lenders in the case of payments in respect of the Revolving Credit and any Letter of Credit ObligationsAgent's Eurodollar Lending Office, for the ratable benefit Eurodollar-based Advances and portions of the Term Loan Lenders in bearing interest at the case of payments in respect of the Term Loan and for the ratable benefit of the DrawEurodollar-To Term Loan Lenders in the case of payments in respect of the Draw-To Term Loanbased Rate). Any payment received Upon receipt by the Agent after 1:00 p.m. (Detroit time) (or such later time on such date as agreed to by Agent) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon receipt of each such payment, the Agent shall make prompt payment in like funds received to each applicable LenderBank as appropriate, or, in respect of Eurodollar-based AdvancesAdvances and portions of the Term Loan bearing interest at the Eurodollar-based Rate, to such Lender’s Bank's Eurodollar Lending Office, in like funds and currencies, of all amounts received by it for the account of such Lender.
(b) Unless the Agent shall have been notified in writing by the Borrower at least two (2) Business Days Company prior to the date on which any payment to be made by the Borrower Company is due that the Borrower Company does not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that the Borrower Company has remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender, Term Loan Lender or Draw-To Term Loan Lender, as the case may be, Bank on such payment date an amount equal to such Lender’s Bank's share of such assumed payment. If the Borrower Company has not in fact remitted such payment to the Agent, Agent each Lender Bank shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such LenderBank, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender Bank to the date such amount is repaid to the Agent at a rate per annum equal to (i) for Prime-based Advances or any portion of the Term Loan which bears interest at the Prime-based Rate, the Federal Funds Effective Rate for (daily average), as the first two (2) Business Days that such amount remains unpaidsame may vary from time to time, and thereafter (ii) with respect to Eurodollar-based Advances or any portion of the Term Loan which bears interest at a rate the Eurodollar-based Rate, Agent's aggregate marginal cost (including the cost of interest then applicable to maintaining any required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred by Agent) of carrying such Revolving Credit Advancesamount.
(c) Subject to the definition of “Interest Period” in Section 1 of this Agreement, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment.
(d) All payments to be made by the Company under this Agreement or any of the Notes (including without limitation payments under the Swing Line Note) shall be made without set-off or counterclaim, as aforesaid, and without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority or of any political subdivision thereof or any federation or organization of which such governmental authority may at the time of payment be a member, unless Company is compelled by law to make payment subject to such tax. In such event, Company shall:
(i) pay to the Agent for Agent's own account and/or, as the case may be, for the account of the Banks (and, in the case of Advances of the Swing Line, pay to the Swing Line Bank which funded such Advances) such additional amounts as may be necessary to ensure that the Agent and/or such Bank or Banks receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and
(ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Bank (including the Swing Line Bank) or Banks, as the case may be, such certificates or certified copy receipts as the Agent or such Bank or Banks shall reasonably require as proof of the payment by the Company, of any such taxes payable by the Company.
Appears in 1 contract
Samples: Credit Agreement (Mce Companies Inc)
Payment Procedure. (a) All payments to be made by Borrower of principal of, or interest on, the Borrower Notes or of Commitment Fees, or of Letter of Credit Obligations or Letter of Credit Fees and Agent's Fees, shall be made without condition or setoff, deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise provided herein, all payments made by the Borrower of principal, interest or fees hereunder shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by the Agent not later than 1:00 p.m. 11:00 a.m. (Detroit time) (or such later time on such date as agreed to by Agent) on the date such payment is required or intended to be made in Dollars in immediately available funds to the Agent at the Agent’s office located at 411 West Lafayette, 0xx Xxxxx, XX 0000, Xxxxxxx, Xxxxxxxx 00000-0000, for the ratable benefit of the Revolving Credit Lenders in the case of payments in respect of the Revolving Credit and any Letter of Credit Obligations, for the ratable benefit of the Term Loan Lenders in the case of payments in respect of the Term Loan and for the ratable benefit of the Draw-To Term Loan Lenders in the case of payments in respect of the Draw-To Term Loan. Any payment received by the Agent after 1:00 p.m. (Detroit time) (or such later time on such date as agreed to by Agent) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon receipt of each such payment, the Agent shall make prompt payment to each applicable Lender, or, in respect of Eurodollar-based Advances, such Lender’s Eurodollar Lending Office, Bank in like funds and currencies, not later than 4:30 p.m. (Detroit time) on the same day of all amounts received by it to the extent received for the account of such LenderBank.
(b) Unless the Agent shall have been notified in writing by the Borrower at least two (2) Business Days prior to the date on which any payment to be made by the Borrower is due due, that the Borrower does not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do sodiscretion, assume that the Borrower has remitted such payment has been remitted when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender, Term Loan Lender or Draw-To Term Loan Lender, as the case may be, Bank on such payment date an amount equal to such Lender’s Bank's share of such assumed payment. If the Borrower such payment has not in fact been remitted such payment to the Agent, each Lender Bank shall forthwith on demand demand, repay to the Agent the amount of such assumed payment made available or transferred to such LenderBank, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender Bank to the date such amount is repaid to the Agent at a rate per annum equal to the Federal Funds Effective Rate for Rate, as the first two (2) Business Days that such amount remains unpaid, and thereafter at a rate of interest then applicable same may vary from time to such Revolving Credit Advancestime.
(c) Subject to the definition of “Interest Period” in Section 1 of this Agreement, whenever Whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made (except as specifically indicated to the contrary herein) on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment.
(d) All payments hereunder shall be payable by Borrower to Agent and/or the Banks shall be made in Dollars.
Appears in 1 contract
Samples: Revolving Credit Agreement (Republic Automotive Parts Inc)
Payment Procedure. (a) All payments to be made by Company of principal of, or interest on, the Borrower shall be made without condition Notes, or deduction for any counterclaimof Fees, defense, recoupment or setoff. Except as otherwise provided herein, all payments made by the Borrower of principal, interest or fees hereunder shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by the Agent not later than 1:00 p.m. 11:00 a.m. (Detroit time) (or such later time on such date as agreed to by Agent) on the date such payment is required or intended to be made in Dollars in immediately available funds to Agent, for the Agent ratable account of the Banks, at the Agent’s 's office located at 411 West Lafayette, 0xx Xxxxx, XX 0000Xxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-0000, for the ratable benefit (care of the Revolving Credit Lenders in the case of payments in respect of the Revolving Credit and any Letter of Credit ObligationsAgent's Eurocurrency Lending Office, for the ratable benefit of the Term Loan Lenders in the case of payments in respect of the Term Loan and for the ratable benefit of the DrawEurocurrency-To Term Loan Lenders in the case of payments in respect of the Draw-To Term Loanbased Advances). Any payment received Upon receipt by the Agent after 1:00 p.m. (Detroit time) (or such later time on such date as agreed to by Agent) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon receipt of each such payment, the Agent shall make prompt payment in like funds received to each applicable LenderBank as appropriate, or, in respect of EurodollarEurocurrency-based Advances, to such Lender’s Eurodollar Bank's Eurocurrency Lending Office, . Company shall have no liability to any of the Banks in like funds and currencies, the event of all amounts failure by Agent to remit to the Banks payments received by it for the account of such Lenderfrom Company hereunder.
(b) Unless the Agent shall have been notified in writing by the Borrower at least two (2) Business Days Company prior to the date on which any payment to be made by the Borrower Company is due that the Borrower Company does not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that the Borrower Company has remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender, Term Loan Lender or Draw-To Term Loan Lender, as the case may be, Bank on such payment date an amount equal to such Lender’s Bank's share of such assumed payment. If the Borrower Company has not in fact remitted such payment to the Agent, Agent each Lender Bank shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such LenderBank, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender Bank to the date such amount is repaid to the Agent at a rate per annum equal to (i) for Prime-based Advances, the Federal Funds Effective Rate for (daily average), as the first two (2) Business Days that such amount remains unpaidsame may vary from time to time, and thereafter at a rate (ii) with respect to Eurocurrency-based Advances, Agent's aggregate marginal cost (including the cost of interest then applicable to maintaining any required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred by Agent) of carrying such Revolving Credit Advancesamount.
(c) Subject to the definition of “Interest Period” in Section 1 of this Agreement, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment.
(d) All payments to be made by the Company under this Agreement or any of the Notes (including without limitation payments under the Swing Line Note) shall be made without set-off or counterclaim, as aforesaid, and without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority or of any political subdivision thereof or any federation or organization of which such governmental authority may at the time of payment be a member, unless Company is compelled by law to make payment subject to such tax. In such event, Company shall:
(i) pay to the Agent for Agent's own account and/or, as the case may be, for the account of the Banks (and, in the case of Swing Line Advances, pay to the Swing Line Bank which funded such Advances) such additional amounts as may be necessary to ensure that the Agent and/or such Bank or Banks receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and
(ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Bank (including the Swing Line Bank) or Banks, as the case may be, such certificates or certified copy receipts as the Agent or such Bank or Banks shall reasonably require as proof of the payment by the Company, of any such taxes payable by the Company.
Appears in 1 contract
Payment Procedure. (a) All payments to be made by Company of principal of, or interest on the Borrower shall be made without condition Revolving Credit Notes or deduction for any counterclaim, defense, recoupment the Swing Line Notes or setoff. Except as otherwise provided herein, all payments made by the Borrower of principal, interest Letter of Credit Obligations or fees hereunder Fees shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by the Agent not later than 1:00 p.m. (Detroit time) (or such later time on such date as agreed to by Agent) on the date such payment is required or intended to be made in Dollars in immediately available funds to Agent, for the Agent ratable account of the Banks, at the Agent’s office located at 411 West Lafayette, 0xx Xxxxx, XX 0000Xxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-0000, for the ratable benefit of the Revolving Credit Lenders in the case of payments in respect of the Revolving Credit and any Letter of Credit Obligations, for the ratable benefit of the Term Loan Lenders in the case of payments in respect of the Term Loan and for the ratable benefit of the Draw-To Term Loan Lenders in the case of payments in respect of the Draw-To Term Loan. Any payment received by the Agent after 1:00 p.m. (Detroit time) (or such later time on such date as agreed to by Agent) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon receipt of each such payment, the Agent shall make prompt payment to each applicable LenderBank, or, in respect of Eurodollar-based Advances, such LenderBank’s Eurodollar Lending Office, in like funds and currencies, currencies of all amounts received by it for the account of such LenderBank. Any payment received by the Agent after 1:00 p.m. (Detroit time) shall be deemed received on the next Business Day.
(b) Unless the Agent shall have been notified in writing by the Borrower Company at least two (2) Business Days prior to the date on which any payment to be made by the Borrower Company is due that the Borrower Company does not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that the Borrower Company has remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender, Term Loan Lender or Draw-To Term Loan Lender, as the case may be, Bank on such payment date an amount equal to such LenderBank’s share of such assumed payment. If the Borrower Company has not in fact remitted such payment to the Agent, each Lender Bank shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such LenderBank, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender Bank to the date such amount is repaid to the Agent at a rate per annum equal to the Federal Funds Effective Rate for the first two (2) Business Days that such amount remains unpaid, and thereafter at a rate of interest then applicable to such Advances of the Revolving Credit AdvancesCredit.
(c) Subject to the definition of “Interest Period” in Section 1 of this Agreement, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment.
(d) All payments to be made by the Company under this Agreement or any of the Notes to the Agent or any Bank (including without limitation payments under the Swing Line Note) shall be made without set-off or counterclaim, as aforesaid, and subject to full compliance by each Bank (and each assignee and participant pursuant to Section 13.8) with Section 13.15, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any Governmental Authority or of any political subdivision thereof or any federation or organization of which such Governmental Authority may at the time of payment be a member, unless Company is compelled by law to make payment subject to such tax. In such event, Company shall:
(i) pay to the Agent for Agent’s own account and/or, as the case may be, for the account of the Banks such additional amounts as may be necessary to ensure that the Agent and/or such Bank or Banks (including the Swing Line Bank) receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and
(ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Bank (including the Swing Line Bank) or Banks, as the case may be, such certificates or certified copy receipts as the Agent or such Bank or Banks shall reasonably require as proof of the payment by the Company of any such taxes payable by the Company. As used herein, the terms “tax”, “taxes” and “taxation” include all taxes, levies, imposts, duties, charges, fees, deductions, and withholdings or similar charges, together with interest and, any taxes payable upon the amounts paid or payable pursuant to this Section 10.1 (other than (i) any taxes on the overall income, net income, net profits, or net receipts or similar taxes (or any franchise taxes imposed in lieu of such taxes) imposed on the Agent or any Bank (or branch maintained by the Agent or any Bank) as a result of the present or former connection between the Agent or such Bank and the Governmental Authority, political subdivision, federation or organization imposing such taxes, (ii) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which the Company is located, (iii) any backup withholding tax that is required by the Internal Revenue Code to be withheld from amounts payable to a Bank that has failed to comply with Section 13.15(b) hereof, (iv) in the case of a Foreign Lender, any United States withholding tax that (a) is required to be imposed on amounts payable to such Foreign Lender pursuant to the laws in force at the time such Foreign Lender becomes a party hereto (or designates a new lending office) or (b) is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 13.15(a) hereof, except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Company with respect to such withholding tax pursuant to Section 10.1(d)(i) hereof, or (v) any U.S. withholding tax imposed by FATCA (subsections (i) through (v), “Excluded Taxes”)). The Company shall be reimbursed by the applicable Bank for any payment made by the Company under this Section 10.1 if the applicable Bank is not in compliance with its obligations under Section 13.15 at the time of Company’s payment.
Appears in 1 contract
Payment Procedure. (a) All payments to be made by Company of principal of, or interest on, the Borrower Notes, or any other Indebtedness, shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise provided herein, all payments made by the Borrower of principal, interest or fees hereunder shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by the Agent not later than 1:00 p.m. 11:00 a.m. (Detroit time) (or such later time on such date as agreed to by Agent) on the date such payment is required or intended to be made in Dollars in immediately available funds to Agent, for the Agent ratable account of the Banks, at the Agent’s 's office located at 411 West Lafayette, 0xx Xxxxx, XX 0000Xxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-0000, (care of Agent's Eurocurrency Lending Office, for the ratable benefit of the Revolving Credit Lenders in the case of payments in respect of the Revolving Credit and any Letter of Credit Obligations, for the ratable benefit of the Term Loan Lenders in the case of payments in respect of the Term Loan and for the ratable benefit of the DrawEurocurrency-To Term Loan Lenders in the case of payments in respect of the Draw-To Term Loanbased Advances). Any payment received Upon receipt by the Agent after 1:00 p.m. (Detroit time) (or such later time on such date as agreed to by Agent) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon receipt of each such payment, the Agent shall make prompt payment in like funds received to each applicable LenderBank as appropriate, or, in respect of EurodollarEurocurrency-based Advances, to such Lender’s Eurodollar Bank's Eurocurrency Lending Office, in like funds and currencies, of all amounts received by it for the account of such Lender.
(b) Unless the Agent shall have been notified in writing by the Borrower at least two (2) Business Days Company prior to the date on which any payment to be made by the Borrower Company is due that the Borrower Company does not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that the Borrower Company has remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender, Term Loan Lender or Draw-To Term Loan Lender, as the case may be, Bank on such payment date an amount equal to such Lender’s Bank's share of such assumed payment. If the Borrower Company has not in fact remitted such payment to the Agent, Agent each Lender Bank shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such LenderBank, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender Bank to the date such amount is repaid to the Agent at a rate per annum equal to (i) for Prime-based Advances, the Federal Funds Effective Rate for (daily average), as the first two (2) Business Days that such amount remains unpaidsame may vary from time to time, and thereafter at a rate (ii) with respect to Eurocurrency-based Advances, Agent's aggregate marginal cost (including the cost of interest then applicable to maintaining any required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred by Agent) of carrying such Revolving Credit Advancesamount.
(c) Subject to the definition of “Interest Period” in Section 1 of this Agreement, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment.
(d) Subject to the provisions of Sections 12.13 and 12.15 hereof, all payments to be made by Company hereunder shall be made without set-off or counterclaim and without deduction for or on account of any present or future withholding or other taxes of any nature imposed by an governmental authority thereof or any federation or organization of which such governmental authority may at the time of payment be a member, unless Company is compelled by law to make payment subject to such tax. In such event, Company shall
(i) pay to the Agent, for Agent's own account and/or, as the case may be, for the account of the Banks, such additional amount (the "Gross-Up") as may be necessary to ensure that the Agent and the Banks receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and
(ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent such certificates or certified copy receipts as the Agent shall reasonably require as proof of the payment by the Company of any such taxes payable by the Company. If Agent or any Bank receives a cash refund with respect to taxes paid by Company pursuant to this Section 9.1(d), it shall promptly remit such cash refund, in the amount received, to Company.
Appears in 1 contract
Samples: Revolving Credit Agreement (Valassis Communications Inc)
Payment Procedure. (a) All payments to be made by Company of principal of, or interest on the Borrower shall be made without condition Revolving Credit Notes or deduction for any counterclaim, defense, recoupment the Swing Line Notes or setoff. Except as otherwise provided herein, all payments made by the Borrower of principal, interest Letter of Credit Obligations or fees hereunder Fees shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by the Agent not later than 1:00 p.m. (Detroit time) (or such later time on such date as agreed to by Agent) on the date such payment is required or intended to be made in Dollars in immediately available funds to Agent, for the Agent ratable account of the Banks, at the Agent’s office located at 411 West Lafayette, 0xx Xxxxx, XX 0000Xxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-0000, for the ratable benefit of the Revolving Credit Lenders in the case of payments in respect of the Revolving Credit and any Letter of Credit Obligations, for the ratable benefit of the Term Loan Lenders in the case of payments in respect of the Term Loan and for the ratable benefit of the Draw-To Term Loan Lenders in the case of payments in respect of the Draw-To Term Loan. Any payment received by the Agent after 1:00 p.m. (Detroit time) (or such later time on such date as agreed to by Agent) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon receipt of each such payment, the Agent shall make prompt payment to each applicable LenderBank, or, in respect of Eurodollar-based Advances, such LenderBank’s Eurodollar Lending Office, in like funds and currencies, currencies of all amounts received by it for the account of such LenderBank. Any payment received by the Agent after 1:00 p.m. (Detroit time) shall be deemed received on the next Business Day.
(b) Unless the Agent shall have been notified in writing by the Borrower Company at least two (2) Business Days prior to the date on which any payment to be made by the Borrower Company is due that the Borrower Company does not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that the Borrower Company has remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender, Term Loan Lender or Draw-To Term Loan Lender, as the case may be, Bank on such payment date an amount equal to such LenderBank’s share of such assumed payment. If the Borrower Company has not in fact remitted such payment to the Agent, each Lender Bank shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such LenderBank, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender Bank to the date such amount is repaid to the Agent at a rate per annum equal to the Federal Funds Effective Rate for the first two (2) Business Days that such amount remains unpaid, and thereafter at a rate of interest then applicable to such Advances of the Revolving Credit AdvancesCredit.
(c) Subject to the definition of “Interest Period” in Section 1 of this Agreement, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment.
(d) All payments to be made by the Company under this Agreement or any of the Notes to the Agent or any Bank (including without limitation payments under the Swing Line Note) shall be made without set-off or counterclaim, as aforesaid, and, except as required by applicable law and subject to full compliance by each Bank (and each assignee and participant pursuant to Section 13.8) with Section 13.15, without deduction or withholding for any taxes of any nature imposed by any Governmental Authority or of any political subdivision thereof or any federation or organization of which such Governmental Authority may at the time of payment be a member. If any applicable law requires the deduction or withholding of any tax from any such payment, the Company shall:
(i) pay to the Agent for Agent’s own account and/or, as the case may be, for the account of the Banks such additional amounts as may be necessary to ensure that the Agent and/or such Bank or Banks (including the Swing Line Bank) receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and
(ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Bank (including the Swing Line Bank) or Banks, as the case may be, such certificates or certified copy receipts as the Agent or such Bank or Banks shall reasonably require as proof of the payment by the Company of any such taxes payable by the Company. As used herein, the terms “tax”, “taxes” and “taxation” include all taxes, levies, imposts, duties, charges, fees, deductions, and withholdings or similar charges, together with interest and, any taxes payable upon the amounts paid or payable pursuant to this Section 10.1 (other than (i) any taxes on the overall income, net income, net profits, or net receipts or similar taxes (or any franchise taxes imposed in lieu of such taxes) imposed on the Agent or any Bank (or branch maintained by the Agent or any Bank) as a result of a present or former connection (including being organized under the laws of, or having its principal office or, in the case of any Bank, its applicable lending office located in, the jurisdiction imposing such tax (or any political subdivision thereof)) between the Agent or such Bank and the Governmental Authority, political subdivision, federation or organization imposing such taxes, (ii) any branch profits taxes imposed on the Agent or any Bank by the United States or any similar tax imposed by any other jurisdiction,
(iii) any tax that is required by the Internal Revenue Code to be withheld from amounts payable to the Agent or any Bank that has failed to comply with Section 13.15 hereof, (iv) in the case of a Foreign Lender, any withholding tax that is required to be imposed on amounts payable to such Foreign Lender pursuant to the laws in force at the time such Foreign Lender becomes a party hereto (or designates a new lending office) except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Company with respect to such withholding tax pursuant to Section 10.1(d)(i) hereof, or (v) any U.S. withholding tax imposed by FATCA (subsections (i) through (v), “Excluded Taxes”)). The Company shall be reimbursed by the applicable Bank for any payment made by the Company under this Section 10.1 if the applicable Bank is not in compliance with its obligations under Section 13.15 at the time of Company’s payment.
(e) If a Bank or Agent determines, in its sole discretion exercised in good faith, that it has received a refund of taxes as to which it has been indemnified by the payment of additional amounts pursuant to Section 10.1(d), it shall pay the Company an amount equal to such refund (but only to the extent of the additional payments made under Section 10.1(d) with respect to the taxes giving rise to such refund), net of all out-of-pocket expenses (including taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). The Company, upon the request of such Bank or Agent, shall repay to such Bank or Agent the amount paid over pursuant to this Section 10.1(e) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event such Bank or Agent is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 10.1(e), in no event will such Bank or Agent be required to pay any amount to the Company pursuant to this Section 10.1(e) the payment of which would place such Bank or Agent in a less favorable net after-tax position than such Bank or Agent would have been in if the tax giving rise to such refund had not been deducted, withheld, or otherwise imposed and the additional amounts under Section 10.1(d) had never been paid. This Section 10.1(e) shall not be construed to require any Bank or the Agent to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Company.
Appears in 1 contract
Payment Procedure. (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise provided herein, all payments made by the Borrower of principal, interest or fees hereunder shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by the Agent not later than 1:00 12:00 p.m. (Detroit New York time) (or such later time on such date as agreed to by Agent) on the date such payment is required or intended to be made in Dollars in immediately available funds to the Agent’s Account. The Agent shall deem any payment by or on behalf of the Borrower hereunder that is not made in same day funds prior to 12:00 p.m. (New York time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Agent shall give prompt telephonic notice to the Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a) or 8.1(b), as applicable. Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Agent’s office located at 411 West Lafayettedefault interest rate determined pursuant to Section 2.6(d) from the date such amount was due and payable until the date such amount is paid in full.
(b) The Lenders and the Borrower hereby authorize the Agent to, 0xx Xxxxxand the Agent may, XX 0000from time to time, Xxxxxxx, Xxxxxxxx 00000-0000, for charge the ratable benefit of Loan Account with any amount due and payable by the Revolving Credit Lenders in Borrower under any Loan Document. Any amount charged to the case of Loan Account shall be deemed Indebtedness hereunder.
(c) All payments in respect of the Revolving Credit and principal amount of any Letter Loan shall be accompanied by payment of Credit Obligationsaccrued interest on the principal amount being repaid or prepaid, for together with any fees or premiums (including the ratable benefit of Standard Yield Maintenance Premium, the Term Loan Lenders in C Yield Maintenance Premium and the case of payments in Prepayment Premium) and all other amounts payable with respect of to the Term Loan and for the ratable benefit of the Draw-To Term Loan Lenders in the case of payments in respect of the Draw-To Term Loan. Any payment received by the Agent after 1:00 p.m. principal amount being repaid or prepaid.
(Detroit timed) (or such later time on such date as agreed to by Agent) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon receipt of each such payment, the The Agent shall make prompt payment promptly distribute to each applicable Lender, or, Lender at such account or address as such Lender shall indicate in respect of Eurodollar-based Advanceswriting, such Lender’s Eurodollar Lending Office, in like funds and currencies, applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, all fees payable with respect thereto, to the extent received by it for the account of such LenderAgent.
(be) Unless the Agent shall have been notified in writing by the Borrower at least two (2) Business Days prior to the date on which any payment to be made by the Borrower is due that the Borrower does not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that the Borrower has remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender, Term Loan Lender or Draw-To Term Loan Lender, as the case may be, on such payment date an amount equal to such Lender’s share of such assumed payment. If the Borrower has not in fact remitted such payment to the Agent, each Lender shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such Lender, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender to the date such amount is repaid to the Agent at a rate per annum equal to the Federal Funds Effective Rate for the first two (2) Business Days that such amount remains unpaid, and thereafter at a rate of interest then applicable to such Revolving Credit Advances.
(c) Subject to the definition of “Interest Period” in Section 1 of this Agreement, whenever Whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment.
Appears in 1 contract
Payment Procedure. (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise provided herein, all payments made by the Borrower Company in respect of principalprincipal of, or interest on, any Advance in Dollars under the Revolving Credit or fees in respect of any Letter of Credit Obligations under the Revolving Credit or Fees hereunder which are payable in Dollars shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by the Agent not later than 1:00 p.m. (Detroit time) (or such later time on such date as agreed to by Agent) on the date such payment is required or intended to be made in Dollars in immediately available funds to Agent, for the Agent ratable account of the Revolving Credit Banks, at the Agent’s 's office located at 411 West Lafayette, 0xx Xxxxx, XX 0000Xxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 0000048226-0000, for the ratable benefit of the Revolving Credit Lenders in the case of payments in respect of the Revolving Credit and any Letter of Credit Obligations, for the ratable benefit of the Term Loan Lenders in the case of payments in respect of the Term Loan and for the ratable benefit of the Draw-To Term Loan Lenders in the case of payments in respect of the Draw-To Term Loan. Any payment received by the Agent after 1:00 p.m. (Detroit time) (or such later time on such date as agreed to by Agent) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue3289. Upon receipt of each such payment, the Agent shall make prompt payment to each applicable LenderBank, or, in respect of EurodollarEurocurrency-based Advances, such Lender’s Eurodollar Bank's Eurocurrency Lending Office, in like funds and currencies, of all amounts received by it for the account of such LenderBank.
(b) Unless the Agent shall have been notified in writing by the Borrower at least two (2) Business Days Company prior to the date on which any payment to be made by the Borrower Company is due that the Borrower Company does not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that the Borrower Company has remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender, Term Loan Lender or Draw-To Term Loan Lender, as the case may be, Bank on such payment date an amount equal to such Lender’s Bank's share of such assumed payment. If the Borrower Company has not in fact remitted such payment to the Agent, Agent each Lender Revolving Credit Bank shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such LenderBank, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender Bank to the date such amount is repaid to the Agent at a rate per annum equal to (i) for Prime-based Advances, the Federal Funds Effective Rate for (daily average), as the first two (2) Business Days that such amount remains unpaidsame may vary from time to time, and thereafter at a rate (ii) with respect to Eurocurrency-based Advances or Quoted Rate Advances, Agent's aggregate marginal cost (including the cost of interest then applicable to maintaining any required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred by Agent) of carrying such Revolving Credit Advancesamount.
(c) Subject to the definition of “Interest Period” in Section 1 of this Agreement, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment.
(d) All payments to be made by Company under this Agreement or any of the Notes (including without limitation payments under the Swing Line) shall be made without setoff or counterclaim, as aforesaid, and, subject to full compliance by each Bank (and each assignee and participant pursuant to Section 12.8) with Section 12.12, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority or of any political subdivision thereof or any federation or organization of which such governmental authority may at the time of payment be a member (other than any net income, net profits or franchise taxes imposed on the Agent or any Bank as a result of a present or former connection between the Agent or such Bank and the governmental authority, political subdivision, federation or organization imposing such taxes), unless Company is compelled by law to make payment subject to such tax. In such event, Company shall:
(i) pay to the Agent for Agent's own account and/or, as the case may be, for the account of the Banks (and, in the case of Advances of the Swing Line, pay to the Swing Line Bank which funded such Advances) such additional amounts as may be necessary to ensure that the Agent and/or such Bank or Banks receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and
(ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Bank (including the Swing Line Bank) or Banks, as the case may be, such certificates or certified copy receipts as the Agent or such Bank or Banks shall reasonably require as proof of the payment by the Company, of any such taxes payable by the Company. As used herein, the terms "tax", "taxes" and "taxation" include all taxes (other than taxes on or measured by the overall income of a Person), levies, imposts, duties, charges, fees, deductions and withholdings and any restrictions or conditions resulting in a charge together with interest (and any taxes payable upon the amounts paid or payable pursuant to this Section 9.1) thereon, or the payment or delivery of funds into or out of any jurisdiction other than the United States (whether assessed against any of the Company, Agent or any of the Banks). Company shall be reimbursed by the applicable Bank for any payment made by Company under this Section 9.1 if the applicable Bank is not in compliance with its obligations under Section 12.12.
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Payment Procedure. (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise provided herein, all payments made by the Borrower Company in respect of principalprincipal of, or interest on, any Advance in Dollars under the Revolving Credit or fees under Term Loan A or Term Loan B or in respect of any Letter of Credit Obligations under the Revolving Credit or Fees hereunder which are payable in Dollars shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by the Agent not later than 1:00 p.m. (Detroit time) (or such later time on such date as agreed to by Agent) on the date such payment is required or intended to be made in Dollars in immediately available funds to the Agent at the Agent’s office located at 411 West Lafayette, 0xx Xxxxx, XX 0000, Xxxxxxx, Xxxxxxxx 00000-0000, for the ratable benefit account of the Revolving Credit Lenders Banks in the case of payments in respect of the Revolving Credit and any Letter of Credit ObligationsCredit, for the ratable benefit of the Term Loan Lenders A Banks in the case of payments in respect of the Term Loan A and for the ratable benefit of the Draw-To Term Loan Lenders B Banks in the case of payments in respect of the DrawTerm Loan B, at Agent's office located at Xxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-To Term Loan. Any payment received by the Agent after 1:00 p.m. (Detroit time) (or such later time on such date as agreed to by Agent) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue0000. Upon receipt of each such payment, the Agent shall make prompt payment to each applicable LenderBank, or, in respect of EurodollarEurocurrency-based Advances, such Lender’s Eurodollar Bank's Eurocurrency Lending Office, in like funds and currencies, of all amounts received by it for the account of such LenderBank.
(b) Unless the Agent shall have been notified in writing by the Borrower at least two (2) Business Days Company prior to the date on which any payment to be made by the Borrower Company is due that the Borrower Company does not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that the Borrower Company has remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit LenderBank, Term Loan Lender A Bank or Draw-To Term Loan LenderB Bank, as the case may be, on such payment date an amount equal to such Lender’s Bank's share of such assumed payment. If the Borrower Company has not in fact remitted such payment to the Agent, Agent each Lender Revolving Credit Bank shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such LenderBank, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender Bank to the date such amount is repaid to the Agent at a rate per annum equal to (i) for Prime-based Advances, the Federal Funds Effective Rate for (daily average), as the first two (2) Business Days that such amount remains unpaidsame may vary from time to time, and thereafter at a rate (ii) with respect to Eurocurrency-based Advances, Agent's aggregate marginal cost (including the cost of interest then applicable to maintaining any required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred by Agent) of carrying such Revolving Credit Advancesamount.
(c) Subject to the definition of “Interest Period” in Section 1 of this Agreement, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment.
(d) All payments to be made by Company under this Agreement or any of the Notes (including without limitation payments under the Swing Line) shall be made without setoff or counterclaim, as aforesaid, and, subject to full compliance by each Bank (and each assignee and participant pursuant to Section 13.8) with Section 13.12, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority or of any political subdivision thereof or any federation or organization of which such governmental authority may at the time of payment be a member (other than any net income, net profits or franchise taxes imposed on the Agent or any Bank as a result of a present or former connection between the Agent or such Bank and the governmental authority, political subdivision, federation or organization imposing such taxes), unless Company is compelled by law to make payment subject to such tax. In such event, Company shall:
(i) pay to the Agent for Agent's own account and/or, as the case may be, for the account of the Banks (and, in the case of Advances of the Swing Line, pay to the Swing Line Bank which funded such Advances) such additional amounts as may be necessary to ensure that the Agent and/or such Bank or Banks receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and
(ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Bank (including the Swing Line Bank) or Banks, as the case may be, such certificates or certified copy receipts as the Agent or such Bank or Banks shall reasonably require as proof of the payment by the Company, of any such taxes payable by the Company.
Appears in 1 contract
Samples: Credit Agreement (Olympic Steel Inc)
Payment Procedure. (a) All payments to be made by Company of principal of, or interest on, the Borrower Notes, or any other Indebtedness, shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise provided herein, all payments made by the Borrower of principal, interest or fees hereunder shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by the Agent not later than 1:00 p.m. 11:00 a.m. (Detroit time) (or such later time on such date as agreed to by Agent) on the date such payment is required or intended to be made in Dollars in immediately available funds to Agent, for the Agent ratable account of the Banks, at the Agent’s 's office located at 411 West Lafayette, 0xx Xxxxx, XX 0000Xxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-0000, (care of Agent's Eurocurrency Lending Office, for the ratable benefit of the Revolving Credit Lenders in the case of payments in respect of the Revolving Credit and any Letter of Credit Obligations, for the ratable benefit of the Term Loan Lenders in the case of payments in respect of the Term Loan and for the ratable benefit of the DrawEurocurrency-To Term Loan Lenders in the case of payments in respect of the Draw-To Term Loanbased Advances). Any payment received Upon receipt by the Agent after 1:00 p.m. (Detroit time) (or such later time on such date as agreed to by Agent) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon receipt of each such payment, the Agent shall make prompt payment in like funds received to each applicable LenderBank as appropriate, or, in respect of EurodollarEurocurrency-based Advances, to such Lender’s Eurodollar Bank's Eurocurrency Lending Office, in like funds and currencies, of all amounts received by it for the account of such Lender.
(b) Unless the Agent shall have been notified in writing by the Borrower at least two (2) Business Days Company prior to the date on which any payment to be made by the Borrower Company is due that the Borrower Company does not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that the Borrower Company has remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender, Term Loan Lender or Draw-To Term Loan Lender, as the case may be, Bank on such payment date an amount equal to such Lender’s Bank's share of such assumed payment. If the Borrower Company has not in fact remitted such payment to the Agent, Agent each Lender Bank shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such LenderBank, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender Bank to the date such amount is repaid to the Agent at a rate per annum equal to (i) for Prime-based Advances, the Federal Funds Effective Rate for (daily average), as the first two (2) Business Days that such amount remains unpaidsame may vary from time to time, and thereafter at a rate (ii) with respect to Eurocurrency-based Advances, Agent's aggregate marginal cost (including the cost of interest then applicable to maintaining any required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred by Agent) of carrying such Revolving Credit Advancesamount.
(c) Subject to the definition of “Interest Period” in Section 1 of this Agreement, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment.
(d) Subject to the provisions of Sections 14.13 and 14.15 hereof, all payments to be made by Company hereunder shall be made without set-off or counterclaim and without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority thereof or any federation or organization of which such governmental authority may at the time of payment be a member, unless Company is compelled by law to make payment subject to such tax. In such event, Company shall
(i) pay to the Agent, for Agent's own account and/or, as the case may be, for the account of the Banks, such additional amount (the "Gross-Up") as may be necessary to ensure that the Agent and the Banks receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and
(ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent such certificates or certified copy receipts as the Agent shall reasonably require as proof of the payment by the Company of any such taxes payable by the Company. If Agent or any Bank receives a cash refund with respect to taxes paid by Company pursuant to this Section 11.1(d), it shall promptly remit such cash refund, in the amount received, to Company.
Appears in 1 contract
