Payments Clear of Taxes. (a) Any and all payments by the Borrower to the Lender hereunder shall be made free and clear of, and without deduction or withholding for or on account of, any and all present or future Taxes and all liabilities with respect thereto imposed, levied, collected, withheld or assessed by any Governmental Authority or under the laws of any international tax authority imposed on the Lender, or by or on behalf of the foregoing (and, for greater certainty, nothing in this Section 8.5(a) shall make the Borrower liable for any taxes imposed on or measured by the Lender’s overall net income or franchise taxes imposed on it (in lieu of net income taxes) by the jurisdiction (or any political subdivision thereof) under the laws of which the Lender is organized, in which its applicable lending office is maintained or in which its principal office is located). In addition, the Borrower agrees to pay any present or future stamp, transfer, registration, excise, issues, documentary or other taxes, charges or similar levies which arise from any payment made under this Agreement or the Loans or in respect of the execution, delivery or registration or the compliance with this Agreement or the other Documents contemplated hereunder other than taxes imposed on or measured by the Lender’s overall net income and franchise taxes imposed on it (in lieu of net income taxes) by the jurisdiction (or any political subdivision thereof) under the laws of which the Lender is organized, in which its applicable lending office is maintained or in which its principal office is located. The Borrower shall indemnify and hold harmless the Lender for the full amount of any Taxes or other amounts paid or payable by the Lender and any liability (including penalties, interest, additions to tax and reasonable out-of-pocket expenses) resulting therefrom or with respect thereto which arise from any payment made under or pursuant to this Agreement or the Loans or in respect of the execution, delivery or registration of, or compliance with, this Agreement or the other Documents other than taxes imposed on or measured by the Lender’s overall net income and franchise taxes imposed on it (in lieu of net income taxes) by the jurisdiction (or any political subdivision thereof) under the laws of which the Lender is organized, in which its applicable lending office is maintained or in which its principal office is located.
Payments Clear of Taxes. (1) Any and all payments by the Borrower to the Agent or the Lenders hereunder shall be made free and clear of, and without deduction or withholding for or on account of, any and all present or future Taxes and all liabilities with respect thereto imposed, levied, collected, withheld or assessed by any Governmental Authority imposed on the Agent or the Lenders, or by or on behalf of the foregoing, excluding Taxes imposed with respect to such payments by such Governmental Authority if such Taxes are imposed on or measured by reference to or in respect of the overall net income or capital of a Lender. In addition, the Borrower agrees to pay any present or future stamp, transfer, registration, excise, issues, documentary or other taxes, charges or similar levies which arise from any payment made under this Agreement or the Loans or in respect of the execution, delivery or registration or the compliance with this Agreement or the other Documents contemplated hereunder. The Borrower shall indemnify and hold harmless the Agent and the Lenders for the full amount of all of the foregoing Taxes or other amounts paid or payable by the Agent or the Lenders and any liability (including penalties, interest, additions to tax and reasonable out-of-pocket expenses) resulting therefrom or with respect thereto which arise from any payment made under or pursuant to this Agreement or the Loans or in respect of the execution, delivery or registration of, or compliance with, this Agreement or the other Documents.
Payments Clear of Taxes. (1) Except as required by law or as expressly provided in this Section 5.4, any and all payments by the Borrower to the Lender hereunder shall be made free and clear of, and without deduction or withholding for or on account of, any and all present or future Taxes and all liabilities with respect thereto imposed on the Lender, excluding Taxes imposed with respect to such payments by such Governmental Authority or such taxing authority if such Taxes are imposed on or measured by reference to or in respect of the overall net income or capital of the Lender or any franchise taxes imposed in lieu thereof (such excluded Taxes being collectively referred to herein as “Excluded Taxes”). In addition, the Borrower agrees to pay any present or future stamp, transfer, registration, excise, issues, documentary or other or similar charges or levies which arise from any payment made under this Agreement or the Loans or in respect of the execution, delivery or registration or the compliance with this Agreement or the other Documents contemplated hereunder. The Borrower shall indemnify and hold harmless the Lender for the full amount of all of the foregoing Taxes, charges or levies (other than Excluded Taxes or as expressly provided for in this Section 5.4) or other amounts paid or payable by the Lender and any liability (including penalties, interest, additions to tax and reasonable out of pocket expenses) resulting therefrom or with respect thereto. A certificate of the Lender as to the amount of such payment or liability delivered to the Borrower by the Lender shall be conclusive absent manifest error.
Payments Clear of Taxes. (1) Any and all payments by the Borrower to the Agent or the Lenders hereunder shall be made free and clear of, and without deduction or withholding for or on account of, any and all present or future Taxes and all liabilities with respect thereto imposed, levied, collected, withheld or assessed by any Governmental Authority or under the laws of any international tax authority imposed on the Agent or the Lenders, or by or on behalf of the foregoing. In addition, the Borrower agrees to pay any present or future stamp, transfer, registration, excise, issues, documentary or other taxes, charges or similar levies which arise from any payment made under this Agreement or the Loans or in respect of the execution, delivery or registration or the compliance with this Agreement or the other Documents contemplated hereunder. The Borrower shall indemnify and hold harmless the Agent and the Lenders for the full amount of all of the foregoing Taxes or other amounts paid or payable by the Agent or the Lenders and any liability (including penalties, interest, additions to tax and reasonable out-of-pocket expenses) resulting therefrom or with respect thereto.
Payments Clear of Taxes. (a) Any and all payments by the Borrower to the Lenders hereunder shall be made free and clear of, and without deduction or withholding for or on account of, any and all present or future Taxes and all liabilities with respect thereto imposed, levied, collected, withheld or assessed by any Governmental Authority, or by or on behalf of the foregoing (and, for greater certainty, nothing in this Section 5.4(a) shall make the Borrower liable for any Excluded Taxes). In addition, the Borrower agrees to pay any present or future stamp, transfer, registration, excise, issue, documentary or other taxes, charges or similar levies which arise from any payment made under this Agreement or the Additional Obligation Loans or in respect of the execution, delivery or registration or the compliance with this Agreement contemplated hereunder other than Excluded Taxes. The Borrower shall indemnify and hold harmless the Lenders for the full amount of all of the foregoing Taxes or other amounts paid or payable by the Lenders and any liability (including penalties, interest, additions to tax and reasonable out-of-pocket expenses) resulting therefrom or with respect thereto which arise from any payment made under or pursuant to this Agreement or the Additional Obligation Loans or in respect of the execution, delivery or registration of, or compliance with, this Agreement other than Excluded Taxes.
Payments Clear of Taxes. (a) Any and all payments by the Borrower to the Administrative Agent or the Lenders hereunder will be made free and clear of, and without deduction or withholding for or on account of, any and all present or future Taxes and all liabilities with respect thereto imposed, levied, collected, withheld or assessed by any Governmental Authority or under the laws of any international tax authority imposed on the Administrative Agent or the Lenders, or by or on behalf of the foregoing. In addition, the Borrower agrees to pay any present or future stamp, transfer, registration, excise, issues, documentary or other taxes, charges or similar levies which arise from any payment made under this Agreement or the Loans or in respect of the execution, delivery or registration or the compliance with this Agreement or the other documents contemplated hereunder. The Borrower will indemnify and hold harmless the Administrative Agent and the Lenders for the full amount of all of the foregoing Taxes or other amounts paid or payable by the Administrative Agent or the Lenders and any liability (including penalties, interest, additions to tax and reasonable out of pocket expenses) resulting therefrom or with respect thereto.
Payments Clear of Taxes. Any and all payments any Loan Party to the Agent or any Lender under this Agreement or any other Loan Document shall be made without set-off or counterclaim, free and clear of, and without deduction or withholding for or on account of, any Tax.
Payments Clear of Taxes. (1) Except as required by law or as expressly provided in this Section 8.5, any and all payments by each of the Borrowers to the applicable Agent or the applicable Lenders hereunder shall be made free and clear of, and without deduction or withholding for or on account of, any and all present or future Taxes and all liabilities with respect thereto imposed on the applicable Agent or the applicable Lenders, excluding (a) Taxes imposed with respect to such payments by such Governmental Authority or such taxing authority if such Taxes are imposed on or measured by reference to or in respect of the overall net income or capital of a Lender; (b) with respect to the U.S. Facility and the U.S. Agent and U.S. Facility Lenders only, any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction of the United States of America; and (c) with respect to the Canadian Facility and the Canadian Agent and Canadian Facility Lenders only, any withholding taxes imposed by a Governmental Authority in Canada by reason of the Canadian Facility Lender being a “non-resident” of Canada and dealing at “non-arm’s length” with Nexen (both within the meaning of the Income Tax Act (Canada)) or that arises by reason of a change of applicable law in Canada after the date of this Agreement with respect to payments to Canadian Facility Lenders that are “non-residents” of Canada (whether or not the Canadian Facility Lenders deal with Nexen on an arm’s length basis) (such excluded Taxes being collectively referred to herein as “Excluded Taxes”). In addition, each of the Borrowers agrees to pay any present or future stamp, transfer, registration, excise, issues, documentary or other or similar charges or levies which arise from any payment made under this Agreement or the Loans or in respect of the execution, delivery or registration or the compliance with this Agreement or the other Documents contemplated hereunder. Each of the Borrowers shall indemnify and hold harmless the Agents and the Lenders for the full amount of all of the foregoing Taxes, charges or levies (other than Excluded Taxes or as expressly provided for in this Section 8.5) or other amounts paid or payable by the Agents or the Lenders and any liability (including penalties, interest, additions to tax and reasonable out of pocket expenses) resulting therefrom or with respect thereto. A certificate of the relevant Agent or such Lender as to the amount of such payment or li...
Payments Clear of Taxes. (1) Except as required by law or as expressly provided in this Section 7.5, any and all payments by the Borrower to the Agent or the Lenders hereunder shall be made free and clear of, and without deduction or withholding for or on account of, any and all present or future Taxes and all liabilities with respect thereto imposed on the Agent or the Lenders, excluding Excluded Taxes. In addition, the Borrower agrees to pay any present or future stamp, transfer, registration, excise, issues, documentary or other or similar charges or levies which arise from any payment made under this Agreement or the Loans or in respect of the execution, delivery or registration or the compliance with this Agreement or the other Documents contemplated hereunder. The Borrower shall indemnify and hold harmless the Agent and the Lenders for the full amount of all of the foregoing Taxes, charges or levies (other than Excluded Taxes) or other amounts paid or payable by the Agent or the Lenders and any liability (including penalties, interest, additions to tax and reasonable out of pocket expenses) resulting therefrom or with respect thereto. A certificate of the Agent or such Lender as to the amount of such payment or liability delivered to the Borrower by the Agent or such Lender, as the case may be, shall be conclusive absent manifest error.
Payments Clear of Taxes. Any and all payments under this Agreement and the Notes shall be made free and clear of, and without deduction or withholding for, any and all present or future federal, state, local and foreign taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding any taxes as are imposed on or measured by Lender’s net income (“Taxes”). If Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under the Notes, (i) the sum payable shall be increased as much as shall be necessary so that after making all required deductions, Lender shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) Borrower shall make such deductions, and (iii) Borrower shall pay the full amount deducted to the relevant taxing or other authority in accordance with applicable law. In addition, Borrower agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies that arise from any payment made under this Agreement or the Notes or from the execution, delivery or registration of, or otherwise with respect to, this Agreement.
