Payments by Guarantor. All sums payable by the Guarantor hereunder shall be made in freely transferable, cleared and immediately available, United States funds without any set-off, deduction, or withholding unless such set-off, deduction or withholding is required by an applicable law, judicial or administrative decision, or practice of any relevant governmental authority, or by any combination thereof. If the Guarantor is so required to set-off, deduct or withhold any sums, then the Guarantor shall pay to the Board, in addition to the payment to which the Board is otherwise entitled, such additional amount as necessary to ensure that the net amount actually received by the Board (free and clear of any set-off, deduction or withholding) equals the full amount which the Board would have received had no such set-off, deduction or withholding been required. All funds shall be payable in US Dollars.
Payments by Guarantor. (a) Any and all payments by or on account of any obligation of WIL-Switzerland hereunder shall be understood to be minimum payment obligations. When entering into this Agreement, WIL-Switzerland has assumed that any and all payments by or on account of any obligation of WIL-Switzerland hereunder will not be subject to any deduction for Indemnified Taxes or Other Taxes (collectively, the “Covered Taxes”). WIL-Switzerland agrees that if it shall be required to deduct any Covered Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, the Issuing Bank or the Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) WIL-Switzerland shall make such deductions and (iii) WIL-Switzerland shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law. If requested by the Administrative Agent, WIL-Switzerland shall provide to the Administrative Agent those documents which are required by law and applicable double taxation treaties to be provided by the payer of such tax, for each relevant Lender to prepare a claim for refund of Swiss withholding tax. WIL-Switzerland shall indemnify the Administrative Agent, the Issuing Bank and each Lender, within 20 days after written demand therefor, for the full amount of any Covered Taxes directly assessed against and paid by the Administrative Agent, the Issuing Bank or such Lender, as the case may be, on or with respect to any payment by or on account of the Guaranteed Obligations (including Covered Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Covered Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to WIL-Switzerland by a Lender or the Issuing Bank, or by the Administrative Agent on its own behalf or on behalf of a Lender or the Issuing Bank, shall be presumed correct absent manifest error.
(b) WIL-Switzerland will remit to the appropriate Governmental Authority, prior to delinquency (assuming WIL-Switzerland has received notification of a claim for Covered Taxes within 10 Busin...
Payments by Guarantor. All payments by the Guarantor hereunder will be made without setoff, counterclaim or other defense.
Payments by Guarantor. All payments by the Guarantor to the purchaser in relation to a Claim shall be in reduction to the Purchase Price.
10.1 Giving of DRD{Offshore)'s Warranties
(a) Subject to the qualifications and limitations in this clause 10 and in DRD(Offshore)'s Disclosure Letter, DRD(Offshore) gives DRD(Offshore)'s Warranties in favour of Emperor on the date of this agreement and on the Completion Date.
(b) DRD(Offshore) acknowledges that Emperor has entered into this agreement in reliance on DRD( Offshore)'s Warranties.
(c) Each of DRD(Offshore)'s Warranties are to be construed independently of the others and is not limited by reference to any other DRD(Offshore) Warranty.
Payments by Guarantor. All payments by the Guarantor under this Guaranty shall be made to the Administrative Agent, for the benefit of the Creditors, in such currency and otherwise in such manner as is provided in the Guaranteed Documents to which such payments relate.
Payments by Guarantor. 35 SECTION 8.04. Amendments, Changes or Modifications to Loan Agreement . . . . . . . . . . . . . . . . . . . . . . . . 36 SECTION 8.05. Rights of the Guarantor; References to the Guarantor . . . . . . . . . . . . . . . . . . . . . . . . 36 SECTION 8.06. Payment . . . . . . . . . . . . . . . . . . . . 36 SECTION 8.07. Counterparts. . . . . . . . . . . . . . . . . . 36 SECTION 8.08. Severability. . . . . . . . . . . . . . . . . . 36 SECTION 8.09. Term of Agreement . . . . . . . . . . . . . . . 36 SECTION 8.10. Notice of Changes in Fact . . . . . . . . . . . 37 SECTION 8.11. Notices . . . . . . . . . . . . . . . . . . . . 37 SECTION 8.12. Provision of Alternate Security . . . . .
Payments by Guarantor. The Guarantor shall, to the extent of any payments made by it pursuant to the Guaranty Agreement, be subrogated to all rights of the City or its assigns (including, without limitation, the Trustee) as to all obligations of the Owner with respect to which such payments shall be made by the Guarantor, but, so long as any of the Bonds remain Outstanding under the terms of the Indenture, such right of subrogation on the part of the Guarantor shall be in all respects subordinate to all rights and claims of the Registered Owners, the Trustee and the City for all payments which shall be or become due and payable under the Indenture or otherwise arising under this Agreement, the Indenture, the Note, the Regulatory Agreement or the Bonds. The Trustee will, upon request, execute and deliver any instrument reasonably requested by the Guarantor to evidence such subrogation and the Trustee shall assign its rights in any obligations of the Owner with respect to which payment of the entire principal balance and accrued interest thereon shall be made by the Guarantor, provided such amounts are sufficient to cause defeasance of the Indenture in accordance with Section 12.01 thereof.
Payments by Guarantor. The Guarantor agrees that any payments made by it on the Securities will be paid strictly in accordance with the terms and provisions thereof, regardless of any law, statute, rule, regulation, decree or order, now or hereafter in effect in any jurisdiction, purporting to affect in any manner any of the terms or provisions of the Securities, this Indenture or this Security Guarantee or any of the Guarantor's rights, obligations or remedies with respect thereto as against the Company, the Trustee of the Holders or purporting to cause or permit to be invoked any alteration in the time, amount, manner, place or terms of payment by the Company or the Guarantor under the Securities.
Payments by Guarantor. (a) All payments owing by Guarantor hereunder shall be made in cash in immediately available funds and shall be payable directly to Agent, for application as provided in the Credit Agreement.
(b) Upon receipt of all payments owing by Guarantor pursuant to Section 2.1(a) or (b) hereof, each Lender shall endorse and deliver to Guarantor, without recourse to such Lender, the Initial Loan Note executed in favor of such Lender and shall, at Guarantor's expense, execute and deliver such instruments, documents, agreements or stock certificates as Guarantor shall reasonably request to transfer of record or otherwise perfect a lien in, all collateral security for, and other rights relating to, the Initial Loan Note to Guarantor.
(c) Any payments owing by Guarantor pursuant to Section 2.1(c) hereof may be made, as between Guarantor and Borrowers, in the form of subordinated loans by Guarantor to Borrowers or its Affiliates, provided that any such loans shall be fully subordinated to all of Borrowers' obligations under the Loan Instruments pursuant to documents in form and substance reasonably satisfactory to Agent and containing the subordination provisions set forth in Exhibit I to the Credit Agreement.
Payments by Guarantor. Subject to clause [7.8.2] the Guarantor covenants that it will make all payments under this guarantee without deduction, set-off, or counterclaim. If the Guarantor is required by law to make any deduction or withholding from any payment due to the Landlord under the Lease (save for deduction of tax which the Landlord can reclaim from H.M. Revenue & Customs or which the Landlord would have been obliged to pay) then the Guarantor will increase the sum due from the Guarantor in respect of such payment to the extent necessary to ensure that after that deduction or withholding the Landlord receives and retains a net sum equal to the sum which it would have received had no such deduction or withholding been required to be made. [EXCLUSION OF LANDLORD AND TENANT ACT 1954 The Guarantor confirms that before it became contractually bound to enter into a tenancy pursuant to clause [7.4] above: The Landlord served on the Guarantor a notice dated [ ] 200[ ] in relation to that tenancy (“the Notice”) in a form complying with the requirements of Schedule 1 to the Order. The Guarantor or a person duly authorised by the Guarantor, in relation to the Notice made a statutory declaration (“the Declaration”) dated [ ] 200[ ] in a form complying with the requirements of Schedule 2 of the Order. The Guarantor further confirms that, where the Declaration was made by a person other than the Guarantor, the declarant was duly authorised by the Guarantor to make the Declaration on the Guarantor’s behalf. The Landlord and the Guarantor agree to exclude the provisions of section 24 to 28 (inclusive) of the Landlord and Tenant Act 1954 in relation to that tenancy.]
