Common use of Payments Free and Clear of Taxes, Etc Clause in Contracts

Payments Free and Clear of Taxes, Etc. (a) Except as ------------------------------------- otherwise required by law, any and all payments by any Guarantor hereunder shall be made, in accordance with Section 2.13 of the Credit Agreement, free and clear of and without deduction for any and all Indemnifiable Taxes. If any Guarantor shall be required by law to deduct any Indemnifiable Taxes from or in respect of any sum payable hereunder to any Lender or any Agent or, if any Agent shall be required by law to deduct any Indemnifiable Taxes from or in respect of any sum paid or payable hereunder to any Lender, (i) the sum payable shall be increased as may be necessary so that after making all required deductions for Indemnifiable Taxes (including deductions, whether by such Guarantor or any Agent, applicable to additional sums payable under this Section) such Lender or such Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Guarantor (or, as the case may be and as required by applicable law, any Agent) shall make such deductions and (iii) such Guarantor (or, as the case may be and as required by applicable law, any Agent) shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

Payments Free and Clear of Taxes, Etc. (a) Except as ------------------------------------- otherwise required by law, any Any and all payments -------------------------------------- by any of the Guarantors under or in respect of this Guarantee or any of the other Finance Documents to which such Guarantor hereunder is a party shall be made, in accordance with Section 2.13 of the Credit Agreement, free and clear of and without deduction for any and all Indemnifiable present or future Taxes. If any Guarantor of the Guarantors shall be required by law applicable Requirements of Law to deduct any Indemnifiable Taxes from or in respect of any sum payable hereunder to any Lender or any Agent or, if any Agent shall be required by law to deduct any Indemnifiable Taxes from under or in respect of this Guarantee or any sum paid or payable hereunder of the other Finance Documents to which such Guarantor is a party to any Lenderof the Agents or any of the Guaranteed Parties, (i) the sum payable by such Guarantor shall be increased as may be necessary so that after making such Guarantor and the Administrative Agent have made all required deductions for Indemnifiable Taxes (including deductions, whether by such Guarantor or any Agent, deductions applicable to additional sums payable under this SectionSection 5) such Lender Agent or such Agent (Guaranteed Party, as the case may be) , receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Guarantor (or, as the case may be and as required by applicable law, any Agent) shall make such deductions and (iii) such Guarantor (or, as the case may be and as required by applicable law, any Agent) shall pay the full amount deducted to the relevant taxation authority or other authority Governmental Authority in accordance with the applicable lawRequirements of Law.

Payments Free and Clear of Taxes, Etc. (a) Except as ------------------------------------- otherwise required by law, any and all payments by any Guarantor hereunder shall be made, in accordance with Section 2.13 of the Credit Agreement, free and clear of and without deduction for any and all Indemnifiable Taxes. If any Guarantor shall be required by law to deduct any Indemnifiable Taxes from or in respect of any sum payable hereunder to any Lender or any Agent or, if any Agent shall be required by law to deduct any Indemnifiable Taxes from or in respect of any sum paid or payable hereunder to any Lender, (i) the sum payable shall be increased as may be necessary so that after making all required deductions for Indemnifiable Taxes (including deductions, whether by such Guarantor or any Agent, applicable to additional sums payable under this Section) such Lender or such Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Guarantor (or, as the case may be and as required by applicable law, any Agent) shall make such deductions and (iii) such Guarantor (or, as the case may be and as required by applicable law, any Agent) shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

Payments Free and Clear of Taxes, Etc. (a) Except as ------------------------------------- otherwise required by law, any Any and all payments by any the Guarantor hereunder shall be made, in accordance with Section 2.13 of the Credit Agreement, made free and clear of and without deduction for any and all Indemnifiable Taxeswithholding or other applicable taxes. If any the Guarantor shall be required by law to deduct any Indemnifiable Taxes withholding or other applicable taxes from or in respect of any sum payable hereunder to any Lender or any Agent or, if any Agent shall be required by law to deduct any Indemnifiable Taxes from or in respect of any sum paid or payable hereunder to any LenderSecured Party, (i) the sum payable shall be increased (the amount of such increase, the “Additional Amount”) as may be necessary so that after making all required deductions for Indemnifiable Taxes (including deductions, whether by such Guarantor or any Agent, deductions applicable to additional sums payable under this Section) Section 5), such Lender or such Agent (as the case may be) Secured Party receives an amount equal to the sum it would have received had no such deductions been made, (ii) such the Guarantor (or, as the case may be and as required by applicable law, any Agent) shall make such deductions and (iii) such the Guarantor (or, as the case may be and as required by applicable law, any Agent) shall pay the full amount deducted to the relevant taxation authority or other governmental authority in accordance with applicable law; provided that no Additional Amount shall be payable hereunder to any person to the extent such amount is payable as a result of the failure of such person to comply with Sections 2.13(d) or (e) of the Credit Agreement. The foregoing obligation to pay Additional Amounts with respect to payments required to be made by the Guarantor hereunder will not, however, apply with respect to net income taxes, franchise taxes or branch profit taxes imposed on Agent or any Secured Party.

Payments Free and Clear of Taxes, Etc. (a) Except as ------------------------------------- otherwise required by law, any Any and all payments made by the Guarantor hereunder, under the Revolving Loans or under the Letters of Credit to or for the benefit of any Guarantor hereunder Lender, the Issuing Bank, the Collateral Agent or the Agent shall be made, in accordance with Section 2.13 of the Credit Agreement, made free and clear of and without deduction for any and all Indemnifiable present or future Covered Taxes. If any the Guarantor shall be required by law to deduct any Indemnifiable Covered Taxes from or in respect of any sum payable hereunder hereunder, under any Revolving Loan or under any Letter of Credit to or for the benefit of any Lender Lender, the Issuing Bank, the Collateral Agent or the Agent or any Agent or, if any Agent shall be required by law to deduct any Indemnifiable Taxes from or in respect of any sum paid or payable hereunder to any LenderTax Transferee, (i) the sum payable shall be increased as may be necessary so that after making all required deductions for Indemnifiable of Covered Taxes (including deductions, whether by such Guarantor or any Agent, deductions of Covered Taxes applicable to additional sums payable under this Section) such Lender Lender, the Agent, the Issuing Bank, the Collateral Agent or such Agent (Tax Transferee, as the case may be) , receives an amount equal to the sum it would have received had no such deductions been made, (ii) such the Guarantor (or, as the case may be and as required by applicable law, any Agent) shall make such deductions and (iii) such the Guarantor (or, as the case may be and as required by applicable law, any Agent) shall pay the full amount so deducted to the relevant taxation authority or other authority in accordance with applicable law.

Payments Free and Clear of Taxes, Etc. (a) Except as ------------------------------------- otherwise required Any and all -------------------------------------- payments made by lawthe Guarantor hereunder shall be made free and clear of, and without deduction for, any and all payments present or future taxes, income taxes and branch profits taxes that are imposed by any Guarantor hereunder shall be made, in accordance with Section 2.13 the United States of America and net income taxes and franchise taxes (whether based on income or capital) that are imposed on such holder of the Credit AgreementNotes (or Rollover Notes) by the state or foreign jurisdiction under the laws of which such holder of the Notes (or Rollover Notes) is organized or any political subdivision thereof (all such nonexcluded taxes, free levies, imposts, deductions, charges, withholdings and clear liabilities in respect of and without deduction for any and all Indemnifiable payments hereunder, under the Notes (or Rollover Notes) or the Note Documents being hereinafter referred to as "Taxes"). If any the Guarantor shall be required by law to deduct any Indemnifiable Taxes from or in respect of any sum payable hereunder to any Lender holder of Notes (or any Agent or, if any Agent shall be required by law to deduct any Indemnifiable Taxes from or in respect of any sum paid or payable hereunder to any LenderRollover Notes), (i) the sum payable shall be increased as may be necessary so that after making all required deductions for Indemnifiable Taxes (including deductions, whether by such Guarantor or any Agent, deductions applicable to additional sums payable under this Section) such Lender holder of Notes (or such Agent (as the case may beRollover Notes) receives an amount equal to the sum it would have received had no such deductions been made, (ii) such the Guarantor (or, as the case may be and as required by applicable law, any Agent) shall make such deductions and (iii) such the Guarantor (or, as the case may be and as required by applicable law, any Agent) shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

Payments Free and Clear of Taxes, Etc. (a) Except as ------------------------------------- otherwise required by law, any Any and all payments made by any Guarantor hereunder under or in respect of this Guaranty or any other Bridge Loan Document shall be made, in accordance with Section 2.13 SECTION 3.01 of the Senior Credit AgreementAgreement as incorporated herein by reference pursuant to SECTION 3.01, free and clear of and without deduction for any and all Indemnifiable Taxespresent or future Taxes (as defined in the Senior Credit Agreement). If any Guarantor shall be required by law to deduct any Indemnifiable Taxes from or in respect of any sum payable hereunder to any Lender or any Agent or, if any Agent shall be required by law to deduct any Indemnifiable Taxes from under or in respect of this Guaranty or any sum paid other Bridge Loan Document to the Administrative Agent or payable hereunder to any Bridge Lender, (i) the sum payable by such Guarantor shall be increased as may be necessary so that after making such Guarantor and the Administrative Agent have made all required deductions for Indemnifiable Taxes (including deductions, whether by such Guarantor or any Agent, deductions applicable to additional sums payable under this Section) such Lender SECTION 10.05), the Administrative Agent or such Agent (as the case may be) Bridge Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Guarantor (or, as the case may be and as required by applicable law, any Agent) shall make all such deductions and (iii) such Alderwoods--Subordinated Bridge Loan Agreement 52 Guarantor (or, as the case may be and as required by applicable law, any Agent) shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

Payments Free and Clear of Taxes, Etc. (a) Except as ------------------------------------- otherwise required by law, any Any and all payments made by any Guarantor hereunder shall be made, in accordance with Section 2.13 of the Credit Agreement, made free and clear of and without deduction for any and all Indemnifiable present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding taxes imposed on the income of the Lender, and franchise taxes imposed on it, by the jurisdiction under the laws of which the Lender is organized and any political subdivision thereof (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If any Guarantor shall be required by law to deduct any Indemnifiable Taxes from or in respect of any sum payable hereunder to any Lender or any Agent or, if any Agent shall be required by law to deduct any Indemnifiable Taxes from or in respect of any sum paid or payable hereunder to any the Lender, (i) the sum payable shall be increased as may be necessary so that after making all required deductions for Indemnifiable Taxes (including deductions, whether by such Guarantor or any Agent, deductions applicable to additional sums payable under this Section) such the Lender or such Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Guarantor (or, as the case may be and as required by applicable law, any Agent) shall make such deductions and (iii) such Guarantor (or, as the case may be and as required by applicable law, any Agent) shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

Payments Free and Clear of Taxes, Etc. (a) Except as ------------------------------------- otherwise required by law, any Any and all payments required to be made by any Guarantor Originator hereunder shall be made, in accordance with Section 2.13 of the Credit Agreement, made free and clear of and without deduction for any and all Indemnifiable Taxespresent or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of Buyer or its assigns, taxes imposed on its income by the United States (other than withholding taxes on interest), and franchise taxes and net income taxes (or equivalent taxes computed under alternative methods, at least one of which is based on net income) imposed on it by the jurisdiction under the laws of which Buyer or its assigns (as the case may be) is organized or by any political subdivision thereof (all such non excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "TAXES"). If any Guarantor Originator shall be required by law to deduct any Indemnifiable Taxes from or in respect of any sum payable hereunder to any Lender (or any Agent or, if any Agent shall be required by law to deduct any Indemnifiable Taxes from for the benefit of) Buyer or in respect of any sum paid or payable hereunder to any Lenderits assigns, (i) the sum payable shall be increased as may be necessary so that after making all required deductions for Indemnifiable Taxes (including deductions, whether by such Guarantor or any Agent, deductions applicable to additional sums payable under this Section) such Lender Buyer or such Agent its assigns (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Guarantor (or, as the case may be and as required by applicable law, any Agent) Originator shall make such deductions and (iii) such Guarantor (or, as the case may be and as required by applicable law, any Agent) Originator shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

Payments Free and Clear of Taxes, Etc. (a) Except as ------------------------------------- otherwise required by law, any Any and all payments required to be made by any Guarantor Seller Party hereunder shall be made, in accordance with Section 2.13 of the Credit Agreement, made free and clear of and without deduction for any and all Indemnifiable present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of any Indemnified Party, taxes imposed on its income by the United States (other than withholding taxes on interest), and franchise taxes and net income taxes (or equivalent taxes computed under alternative methods, at least one of which is based on net income) imposed on it by the jurisdiction under the laws of which such Indemnified Party is organized or by any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”). If any Guarantor Seller Party shall be required by law to deduct any Indemnifiable Taxes from or in respect of any sum payable hereunder to (or for the benefit of) any Lender or any Agent or, if any Agent shall be required by law to deduct any Indemnifiable Taxes from or in respect of any sum paid or payable hereunder to any Lender, Indemnified Party: (i) the sum payable shall be increased as may be necessary so that after making all required deductions for Indemnifiable Taxes (including deductions, whether by such Guarantor or any Agent, deductions applicable to additional sums payable under this Section) such Lender or such Agent (as the case may be) Indemnified Party receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Guarantor (or, as the case may be and as required by applicable law, any Agent) Seller Party shall make such deductions and (iii) such Guarantor (or, as the case may be and as required by applicable law, any Agent) Seller Party shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

Payments Free and Clear of Taxes, Etc. (a) Except as Any and ------------------------------------- otherwise required by law, any and all payments made by any Guarantor the Parent hereunder shall be made, in accordance with Section 2.13 of the Credit Agreement, made free and clear of and without deduction for any and all Indemnifiable present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Indemnified Party, taxes imposed on its income and franchise taxes imposed on it by the jurisdiction under the laws of which such Indemnified Party is organized (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If any Guarantor the Parent shall be required by law to deduct any Indemnifiable ----- Taxes from or in respect of any sum payable hereunder to any Lender or any Agent or, if any Agent shall be required by law to deduct any Indemnifiable Taxes from or in respect of any sum paid or payable hereunder to any LenderIndemnified Party, (i) the sum payable shall be increased as may be necessary so that after making all required deductions for Indemnifiable Taxes (including deductions, whether by such Guarantor or any Agent, deductions applicable to additional sums payable under this SectionSection 7) such Lender or such Agent (as the case may be) Indemnified Party receives an amount equal to --------- the sum it would have received had no such deductions been made, (ii) such Guarantor (or, as the case may be and as required by applicable law, any Agent) Parent shall make such deductions and (iii) such Guarantor (or, as the case may be and as required by applicable law, any Agent) Parent shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.