Common use of Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes Clause in Contracts

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by Borrower to or on account of any obligation of Borrower hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require Borrower or Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by Borrower or Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If Borrower or Agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) Agent shall withhold or make such deductions as are determined by Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section), Agent, Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Appears in 4 contracts

Samples: Credit Agreement (Greenway Medical Technologies Inc), Credit Agreement (Greenway Medical Technologies Inc), Credit Agreement (Celadon Group Inc)

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Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by Borrower to or on account of any obligation of Borrower the City hereunder or under any other Loan Related Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require Borrower the City or Agent the Bank to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by Borrower the City or Agentthe Bank, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If Borrower the City or Agent the Bank shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) Agent the Bank shall withhold or make such deductions as are determined by Agent the Bank to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) Agent the Bank shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower City shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section), Agent, Lender or L/C Issuer, as ) the case may be, Bank receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Appears in 4 contracts

Samples: Reimbursement Agreement, Reimbursement Agreement, Reimbursement Agreement

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by Borrower to or on account of any obligation of Borrower any Loan Party or Ultimate Parent hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require Borrower or any Withholding Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by Borrower or such Withholding Agent, as the case may be, including upon the basis of the information and documentation to be delivered pursuant to subsection (e) belowSection 3.01(e). (ii) If Borrower or any Withholding Agent shall be required by the Code applicable Law to withhold or deduct any Taxes, including both United States Federal federal backup withholding and withholding taxesTaxes, from any payment, then (A) the Withholding Agent shall withhold or make such deductions as are determined by the Withholding Agent to be required required, including based upon the information and documentation it has received pursuant to subsection (e) belowSection 3.01(e), (B) the Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Codeapplicable Law, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower such Loan Party or Ultimate Parent shall be increased as necessary so that after any required withholding or the making of all required deductions (including withholding or deductions applicable to additional sums payable under this Section), Agent, Lender Section 3.01) the Administrative Agent or L/C Issuerthe applicable Lender, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Appears in 3 contracts

Samples: Cash Bridge Loan Credit and Guaranty Agreement (Warner Chilcott LTD), Bridge Loan Credit and Guaranty Agreement (Warner Chilcott LTD), Term Loan Credit and Guaranty Agreement (Warner Chilcott LTD)

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by Borrower to or on account of any obligation of Borrower hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes, except as required by applicable Laws. If, however, If applicable Laws require Borrower or Administrative Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by Borrower or Administrative Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If Borrower or Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxesTaxes, from any payment, then (A) Administrative Agent or Borrower, as applicable, shall withhold or make such deductions as are determined by Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) Administrative Agent or Borrower, as applicable, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Codeapplicable Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section), Agent, Lender or L/C Issuer) the applicable Recipient, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Appears in 3 contracts

Samples: Credit Agreement (American Realty Capital Trust IV, Inc.), Credit Agreement (American Realty Capital Properties, Inc.), Credit Agreement (American Realty Capital Trust III, Inc.)

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by Borrower to or on account of any obligation of Borrower hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require Borrower or Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by Borrower or Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If Borrower or Agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) Agent shall withhold or make such deductions as are determined by Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section), Agent, Lender Agent or L/C IssuerLender, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Appears in 3 contracts

Samples: Credit Agreement (RGC Resources Inc), Credit Agreement (Unitil Corp), Credit Agreement (Unitil Corp)

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by Borrower to or on account of any obligation of the Borrower hereunder or under any other Loan Document shall to the extent permitted by applicable Laws laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws laws require the Borrower or the Administrative Agent to withhold or deduct any such Tax, such Tax shall be withheld or deducted in accordance with such Laws laws as determined by the Borrower or the Administrative Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (eβ€Ž(e) below. (ii) If the Borrower or the Administrative Agent shall be required by the Code applicable law to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, Taxes from any paymentpayment under any Loan Document, then (A) Agent the Borrower or the Administrative Agent, as applicable, shall withhold or make such deductions as are determined by Agent the Borrower or the Administrative Agent, as applicable, to be required based upon the information and documentation it it, or the applicable taxing authority, has received pursuant to subsection β€Ž(e) below (e) belowfor the avoidance of doubt, in the case of any such information and documentation received by an applicable taxing authority, solely to the extent the Borrower or the Administrative Agent has been provided with a copy of such information and documentation or otherwise has actual knowledge of such information and documentation and, in each case, is entitled to rely thereon), (B) Agent the Borrower or the Administrative Agent, as applicable, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Codeapplicable law, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section), Agent, Section 3.05) the Administrative Agent or any Lender or L/C Issuer, as the case may be, Issuing Lender receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Appears in 3 contracts

Samples: Credit Agreement (GXO Logistics, Inc.), Credit Agreement (GXO Logistics, Inc.), Credit Agreement (XPO Logistics, Inc.)

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by Borrower to or on account of any obligation of Borrower hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require Borrower or Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by Borrower or Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If Borrower or Agent shall be required by the Code Law to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) Agent shall withhold or make such deductions as are determined by Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Codeapplicable Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section), Agent, Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Appears in 3 contracts

Samples: Credit Agreement (Resmed Inc), Credit Agreement (Resmed Inc), Credit Agreement (Resmed Inc)

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by Borrower to or on account of any obligation of Borrower hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require Borrower or Administrative Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by Borrower or Administrative Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If Borrower or Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) Administrative Agent shall withhold or make such deductions as are determined by Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section), ) Administrative Agent, Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Appears in 3 contracts

Samples: Credit Agreement (PMC Commercial Trust /Tx), Credit Agreement (PMC Commercial Trust /Tx), Credit Agreement (Sunstone Hotel Investors, Inc.)

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by Borrower to or on account of any obligation of the Borrower hereunder or under any other Loan Document shall to the extent permitted by applicable Laws Law be made free and clear of and without reduction or withholding for any Taxes. If, however, an applicable Laws require Borrower or Agent withholding agent is required by applicable Law to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws Law as determined by Borrower or Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) belowsuch withholding agent. (ii) If Borrower or Agent an applicable withholding agent shall be required by the Code applicable Law to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxesTaxes, from or in respect of any paymentsum payable hereunder or under any other Loan Document, then (A) Agent the applicable withholding agent shall withhold or make such deductions as are determined by Agent to be required based upon the information and documentation it has received pursuant to subsection (e) belowdeductions, (B) Agent such withholding agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Codeapplicable Law, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section), Agent, Lender ) the Administrative Agent or L/C IssuerLender, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Appears in 2 contracts

Samples: Credit Agreement (Andeavor Logistics Lp), Credit Agreement (Tesoro Logistics Lp)

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by Borrower to or on account of any obligation of the Borrower hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require Borrower Law requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent to withhold or deduct any Tax, such Tax shall be withheld entitled to make such deduction or deducted in accordance with such Laws as determined by Borrower or Agent, as the case may bewithholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If Borrower or any applicable Withholding Agent shall be required by the Code to withhold or deduct any Taxes, including both United States U.S. Federal backup withholding and withholding taxes, from any payment, then (A) the applicable Withholding Agent shall withhold or make such deductions as are determined by the Withholding Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the applicable Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions of Indemnified Taxes applicable to additional sums payable under this Section), Agent, Lender ) the Administrative Agent or L/C IssuerLender, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Appears in 2 contracts

Samples: Credit Agreement (Western Refining Logistics, LP), Credit Agreement (Western Refining Logistics, LP)

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by Borrower to or on account of any obligation of the Borrower hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require Borrower or Agent an applicable withholding agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by the Borrower or the Administrative Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If Borrower or Agent any applicable withholding agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal federal backup withholding and withholding taxesTaxes, from any payment, then (A) Agent such withholding agent shall withhold or make such deductions as are determined by Agent such withholding agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) Agent such withholding agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Codeapplicable Law, and (C) if such Tax subject to the extent that the withholding or deduction is made on account of an Indemnified Taxes Tax or Other TaxesTax, the sum payable by the Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section), Agent, Lender or L/C Issuer, as ) the case may be, applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Appears in 2 contracts

Samples: Term Loan Credit Agreement (Basic Energy Services Inc), Term Loan Credit Agreement (Basic Energy Services Inc)

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by Borrower to or on account of any obligation of Borrower the Loan Parties hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require Borrower any Loan Party or the Administrative Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by Borrower such Loan Party or the Administrative Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If Borrower the Loan Parties or the Administrative Agent shall be required by the Internal Revenue Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, Taxes from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Internal Revenue Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower Loan Parties shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section), ) the Administrative Agent, any Lender or the L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Appears in 2 contracts

Samples: Credit Agreement (Kid Brands, Inc), Credit Agreement (Kid Brands, Inc)

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by Borrower to or on account of any obligation of the Borrower hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require Borrower or Agent an applicable withholding agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by the Borrower or the Administrative Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If Borrower or Agent any applicable withholding agent shall be required by the Code applicable Law to withhold or deduct any Taxes, including both United States Federal federal backup withholding and withholding taxesTaxes, from any payment, then (A) Agent such withholding agent shall withhold or make such deductions as are determined by Agent such withholding agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) Agent such withholding agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Codeapplicable Law, and (C) if such Tax subject to the extent that the withholding or deduction is made on account of an Indemnified Taxes or Other TaxesTax, the sum payable by the Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section), Agent, Lender or L/C Issuer, as ) the case may be, applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Appears in 2 contracts

Samples: Abl Credit Agreement (Basic Energy Services Inc), Abl Credit Agreement (U.S. Well Services, Inc.)

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by Borrower to or on account of any obligation of any Borrower hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction deduction or withholding for any Taxes, except as required by applicable Laws. If, however, If any applicable Laws require (as determined in the good faith discretion of the applicable Borrower or the Administrative Agent) require the deduction or withholding of any Tax from any such payment by such Borrower or the Administrative Agent, then such Borrower or the Administrative Agent to withhold or deduct any Tax, such Tax shall be withheld entitled to make such deduction or deducted in accordance with such Laws as determined by Borrower or Agent, as the case may bewithholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If any Borrower or the Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, Taxes from any payment, then (A) such Borrower or the Administrative Agent shall withhold or make such deductions as are determined by such Borrower or the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Borrower or the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Codeapplicable Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section), Agent, Lender or L/C Issuer, as Section 3.01) the case may be, applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Appears in 2 contracts

Samples: Credit Agreement (Adobe Inc.), Credit Agreement (Adobe Systems Inc)

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by Borrower to or on account of any obligation of Borrower hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Indemnified Taxes. If, however, applicable Laws require Borrower or Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by Borrower or Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If Borrower or Agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) Agent shall withhold or make such deductions as are determined by Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section), ) Agent, Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Appears in 2 contracts

Samples: Credit Agreement (Quidel Corp /De/), Credit Agreement (Quidel Corp /De/)

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (ia) Any and all payments by Borrower to or on account of any obligation of Borrower hereunder or any Loan Party under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction deduction or withholding for any Taxes, except as required by Applicable Law. IfIf any Applicable Law (as determined in the good faith discretion of the Agent) requires the deduction or withholding of any Tax from any such payment by the Agent or a Loan Party, however, applicable Laws require Borrower then the Agent or Agent to withhold or deduct any Tax, such Tax Loan Party shall be withheld entitled to make such deduction or deducted in accordance with such Laws as determined by Borrower or Agent, as the case may bewithholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) belowSection 5.10. (iib) If Borrower any Loan Party or the Agent shall be required by the Code or other Applicable Law to withhold or deduct any Taxes, including both United States Federal federal backup withholding and withholding taxes, from any payment, then (Ai) the Agent shall withhold or make such deductions as are determined by the Agent to be required based upon the information and documentation it has received pursuant to subsection (e) belowSection 5.10, (Bii) the Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the CodeCode or other Applicable Law, and (Ciii) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this SectionSection 5.9.1(b), Agent, Lender or L/C Issuer, as ) the case may be, applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Appears in 2 contracts

Samples: Credit Agreement (Clean Harbors Inc), Credit Agreement (Clean Harbors Inc)

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by Borrower to or on account of any obligation of Borrower hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require Borrower or Agent Lender to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by Borrower or AgentLender, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If Borrower or Agent Lender shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) Agent Lender shall withhold or make such deductions as are determined by Agent Lender to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) Agent Lender shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section), Agent, ) Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Appears in 2 contracts

Samples: Credit Agreement (Gen Probe Inc), Credit Agreement (Gen Probe Inc)

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (ia) Any and all payments by Borrower to or on account of any obligation of any Borrower hereunder or under any other Loan Credit Document shall to the extent permitted by applicable Laws Law be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require Law requires any Borrower or the Administrative Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws law as determined by such Borrower or the Administrative Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) Section 2.19.5 below. (iib) If any Borrower or the Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Internal Revenue Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the such Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section), Agent, Lender ) the Administrative Agent or L/C IssuerLender, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Appears in 2 contracts

Samples: Credit Agreement (Protective Life Insurance Co), Credit Agreement (Protective Life Insurance Co)

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (ia) Any and all payments by Borrower to or on account of any obligation of Borrower hereunder or any Loan Party under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction deduction or withholding for any Taxes, except as required by Applicable Law. IfIf any Applicable Law (as determined in the good faith discretion of the Agent) requires the deduction or withholding of any Tax from any such payment by the Agent or a Loan Party, however, applicable Laws require Borrower then the Agent or Agent to withhold or deduct any Tax, such Tax Loan Party shall be withheld entitled to make such deduction or deducted in accordance with such Laws as determined by Borrower or Agent, as the case may bewithholding, upon the basis of the information and documentation to be delivered pursuant to subsection Section 5.10. (e) below. (iib) If Borrower any Loan Party or the Agent shall be required by the Code or other Applicable Law to withhold or deduct any Taxes, including both United States Federal federal backup withholding and withholding taxes, from any payment, then (Ai) the Agent shall withhold or make such deductions as are determined by the Agent to be required based upon the information and documentation it has received pursuant to subsection (e) belowSection 5.10, (Bii) the Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the CodeCode or other Applicable Law, and (Ciii) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this SectionSection 5.9.1(b), Agent, Lender or L/C Issuer, as ) the case may be, applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Appears in 1 contract

Samples: Credit Agreement (Clean Harbors Inc)

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by Borrower to or on account of any obligation of Borrower the Loan Parties hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require Borrower or Agent the Loan Parties to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by the Borrower Agent or Agentthe Lender, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (ed) below. (ii) If Borrower or Agent any Loan Party shall be required by the Code or other applicable Laws to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) Agent the Borrowers shall withhold or make such deductions as are determined by Agent the Lender to be required based upon the information and documentation it has received pursuant to subsection (ed) below, (B) Agent the Borrowers shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the CodeCode or other applicable Laws, as the case may be, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower Loan Parties shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section), Agent, ) the Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Appears in 1 contract

Samples: Credit and Security Agreement (Katy Industries Inc)

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by Borrower to or on account of any obligation of Borrower hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require Borrower or Administrative Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by Borrower or Administrative Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) belowSection 3.01(e). (ii) If Borrower or Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) Administrative Agent shall withhold or make such deductions as are determined by Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section), Administrative Agent, Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Appears in 1 contract

Samples: Loan Agreement (Integramed America Inc)

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by Borrower to or on account of any obligation of Borrower the Loan Parties hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require Borrower or Agent the Loan Parties to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by the Borrower Agent or the Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (ed) below. (ii) If Borrower or Agent any Loan Party shall be required by the Code or other applicable Laws to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) Agent the Borrowers shall withhold or make such deductions as are determined by the Agent to be required based upon the information and documentation it has received pursuant to subsection (ed) below, (B) Agent the Borrowers shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the CodeCode or other applicable Laws, as the case may be, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower Loan Parties shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section), Agent, Lender or L/C Issuer, as Section 3.01) the case may be, applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Appears in 1 contract

Samples: Second Lien Credit and Security Agreement (Katy Industries Inc)

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by any Borrower to or on account of any obligation of any Borrower hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require any Borrower or Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by such Borrower or Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If any Borrower or Agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) Agent shall withhold or make such deductions as are determined by Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the such Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section), Agent, Lender Agent or L/C IssuerLender, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Appears in 1 contract

Samples: Credit Agreement (Video Display Corp)

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by Borrower to or on account of any obligation of Borrower hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require Borrower or Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by Borrower or Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If Borrower or Agent shall be required by the Code Law to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) Agent shall withhold or make such deductions as are determined by Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Codeapplicable Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section), Agent, Lender Agent or L/C IssuerLender, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Appears in 1 contract

Samples: Credit Agreement (Resmed Inc)

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by Borrower to or on account of any obligation of Borrower the Loan Parties hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require Borrower or Agent the Loan Parties to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by the Borrower Agent, Agent or Agentany Lender, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (ed) below. (ii) If Borrower or Agent any Loan Party shall be required by the Code or other applicable Laws to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) Agent the Borrowers shall withhold or make such deductions as are determined by Agent to be required based upon the information and documentation it has received pursuant to subsection (ed) below, (B) Agent the Borrowers shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the CodeCode or other applicable Laws, as the case may be, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower Loan Parties shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section), Agent, Lender or L/C Issuer) Agent and each Lender, as the case may beapplicable, receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Appears in 1 contract

Samples: Credit and Security Agreement (Katy Industries Inc)

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by Borrower to or on account of any obligation of the Borrower hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require Borrower or Agent an applicable withholding agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by the Borrower or the Administrative Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) . If Borrower or Agent any applicable withholding agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal federal backup withholding and withholding taxesTaxes, from any payment, then (A) Agent such withholding agent shall withhold or make such deductions as are determined by Agent such withholding agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) Agent such withholding agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) if such Tax subject to the extent that the withholding or deduction is made on account of an Indemnified Taxes Tax or Other TaxesTax, the sum payable by the Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section), Agent, Lender or L/C Issuer, as ) the case may be, applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Appears in 1 contract

Samples: Credit Agreement (Basic Energy Services Inc)

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by Borrower to or on account of any obligation of the Borrower hereunder or under any other Loan Document shall to the extent permitted by applicable Laws laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws laws require the Borrower or the Administrative Agent to withhold or deduct any such Tax, such Tax shall be withheld or deducted in accordance with such Laws laws as determined by the Borrower or the Administrative Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (eβ€Ž(e) below. (ii) If the Borrower or the Administrative Agent shall be required by the Code applicable law to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, Taxes from any paymentpayment under any Loan Document, then (A) Agent the Borrower or the Administrative Agent, as applicable, shall withhold or make such deductions as are determined by Agent the Borrower or the Administrative Agent, as applicable, to be required based upon the information and documentation it it, or the applicable taxing authority, has received pursuant to subsection β€Ž(e) below (e) belowfor the avoidance of doubt, (B) Agent shall timely pay in the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Codecase of any such information and documentation received by an applicable taxing authority, and (C) solely to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower shall be increased as necessary so that after any required withholding or the making Administrative Agent has been provided with a copy of all required deductions (including deductions applicable such information and documentation or otherwise has actual knowledge of such information and documentation and, in each case, is entitled to additional sums payable under this Sectionrely thereon), Agent, Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.,

Appears in 1 contract

Samples: Credit Agreement (RXO, Inc.)

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by Borrower to or on account of any obligation of the Borrower hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require the Borrower or the Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws laws as determined by the Borrower or the Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If the Borrower or the Agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Agent shall withhold or make such deductions as are determined by the Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section), Agent, Lender or L/C Issuer, as ) the case may be, applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Appears in 1 contract

Samples: Credit Agreement (Liberty Property Limited Partnership)

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by Borrower to or on account of any obligation of Borrower any Loan Party hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require Borrower or any Withholding Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by Borrower or such Withholding Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If Borrower or any Withholding Agent shall be required by the Code applicable Law to withhold or deduct any Taxes, including both United States Federal federal backup withholding and withholding taxes, from any payment, then (A) the Withholding Agent shall withhold or make such deductions as are determined by the Withholding Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Codeapplicable Law, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower such Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including withholding or deductions applicable to additional sums payable under this Section), Section 3.01) the Administrative Agent, Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Appears in 1 contract

Samples: Revolving Credit and Guaranty Agreement (Actavis PLC)

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by Borrower to or on account of any obligation of Borrower hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require Borrower or Administrative Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by Borrower or Administrative Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If Borrower or Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) Administrative Agent shall withhold or make such deductions as are determined by Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section), ) Administrative Agent, any Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Appears in 1 contract

Samples: Credit Agreement (Micros Systems Inc)

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by Borrower to or on account of any obligation of Borrower any Loan Party hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction deduction or withholding for any Taxes, except as required by applicable laws. IfIf any applicable laws (as determined in the good faith discretion of the Administrative Agent) require the deduction or withholding of any Tax from any such payment by the Administrative Agent or a Loan Party, however, applicable Laws require Borrower then the Administrative Agent or Agent to withhold or deduct any Tax, such Tax Loan Party shall be withheld entitled to make such deduction or deducted in accordance with such Laws as determined by Borrower or Agent, as the case may bewithholding, upon the basis of the information and documentation to be delivered pursuant to subsection paragraph (e) below. (ii) If Borrower any Loan Party, the Administrative Agent or any other applicable Withholding Agent shall be required by the Code applicable law to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required based upon the information and documentation it has received pursuant to subsection paragraph (e) below, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Codeapplicable laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower applicable Loan Party shall be increased pay such additional amount or amounts as necessary so that after any required withholding or the making of all required deductions have been made (including withholding or deductions applicable to additional sums payable under this Section), Agent, Lender or L/C Issuer, as Section 5.4) the case may be, applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction deductions been made.

Appears in 1 contract

Samples: Credit Agreement (Americold Realty Trust)

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by Borrower to or on account of any obligation of Borrower the Borrowers hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require Borrower or Agent an applicable withholding agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by Borrower Newpark or the Administrative Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If Borrower or Agent any applicable withholding agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal federal backup withholding and withholding taxesTaxes, from any payment, then (A) Agent such withholding agent shall withhold or make such deductions as are determined by Agent such withholding agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) Agent such withholding agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) if such Tax subject to the extent that the withholding or deduction is made on account of an Indemnified Taxes Tax or Other TaxesTax, the sum payable by the Borrower Borrowers shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section), Agent, Lender or L/C Issuer, as ) the case may be, applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Appears in 1 contract

Samples: Credit Agreement (Newpark Resources Inc)

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Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by Borrower to or on account of any obligation of the Borrower hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require the Borrower or the Administrative Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by the Borrower or the Administrative Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If the Borrower or the Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding withhold or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section), ) the Administrative Agent, such Lender or the L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Appears in 1 contract

Samples: Credit Agreement (Ingles Markets Inc)

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by Borrower to or on account of any obligation of Borrower hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require Borrower or Agent Bank to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by Borrower or AgentBank, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If Borrower or Agent Bank shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) Agent Bank shall withhold or make such deductions as are determined by Agent Bank to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) Agent Bank shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section), Agent, Lender or L/C Issuer, as the case may be, ) Bank receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Appears in 1 contract

Samples: Credit Agreement (Usana Health Sciences Inc)

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by Borrower to or on account of any obligation of Borrower any Loan Party hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require Borrower or any Withholding Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by Borrower or such Withholding Agent, as the case may be, including upon the basis of the information and documentation to be delivered pursuant to subsection (e) belowSection 3.01(e). (ii) If Borrower or any Withholding Agent shall be required by the Code applicable Law to withhold or deduct any Taxes, including both United States Federal federal backup withholding and withholding taxesTaxes, from any payment, then (A) the Withholding Agent shall withhold or make such deductions as are determined by the Withholding Agent to be required required, including based upon the information and documentation it has received pursuant to subsection (e) belowSection 3.01(e), (B) the Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Codeapplicable Law, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower such Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including withholding or deductions applicable to additional sums payable under this Section), Section 3.01) the applicable Agent, the applicable Lender or the applicable L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Appears in 1 contract

Samples: Revolving Credit and Guaranty Agreement (Warner Chilcott LTD)

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by Borrower to or on account of any obligation of the Borrower hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require the Borrower or Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by the Borrower or the Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If the Borrower or the Agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Agent shall withhold or make such deductions as are determined by the Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section), Agent, Lender ) the Agent or L/C IssuerLender, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Appears in 1 contract

Samples: Credit Agreement (Amerco /Nv/)

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by Borrower to or on account of any obligation of the Borrower hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require the Borrower or the Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by the Borrower or the Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If the Borrower or the Agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Agent shall withhold or make such deductions as are determined by the Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section), Agent, Lender ) the Agent or L/C IssuerLender, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Appears in 1 contract

Samples: Revolving Credit Loan Agreement (Harvard Bioscience Inc)

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by Borrower to or on account of any obligation of the Borrower hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require the Borrower or the Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by the Borrower or the Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If the Borrower or the Agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Agent shall withhold or make such deductions as are determined by the Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section), ) the Agent, Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Appears in 1 contract

Samples: Credit Agreement (Gulfport Energy Corp)

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by Borrower to or on account of any obligation of Borrower hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require Borrower or Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by Borrower or Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If Borrower or Agent shall be required by the Code Law to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) Agent shall withhold or make such deductions as are determined by Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section), Agent, Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Appears in 1 contract

Samples: Credit Agreement (Resmed Inc)

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by Borrower to or on account of any obligation of Borrower Borrowers hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require Borrower Borrowers or Administrative Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by Borrower Borrowers or Administrative Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (iii) If Borrower Borrowers or Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) Administrative Agent shall withhold or make such deductions as are determined by Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower Borrowers shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section), ) Administrative Agent, each Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Appears in 1 contract

Samples: Credit Agreement (Summer Infant, Inc.)

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all All payments by Borrower to or on account of any obligation of Borrower hereunder or under any other Loan Transaction Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require Borrower or the Administrative Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by Borrower or the Administrative Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection clause (e) below. (ii) If Borrower or the Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection clause (e) below, (B) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section), Agent, Lender or L/C Issuer, as ) the case may be, Administrative Agent receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Appears in 1 contract

Samples: Credit Agreement (CityCenter Holdings, LLC)

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by Borrower to or on account of any obligation of Borrower hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require Borrower or Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by Borrower or Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If Borrower or Agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) Agent shall withhold or make such deductions as are determined by Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section), ) Agent, Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Appears in 1 contract

Samples: Credit Agreement (Flow International Corp)

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by Borrower to or on account of any obligation of Borrower the Loan Parties hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require Borrower or Agent the Loan Parties to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by the Borrower Agent or Agentthe Lender, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (ef) below. (ii) If Borrower or Agent any Loan Party shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) Agent the Borrowers shall withhold or make such deductions as are determined by Agent to be required based upon the information and documentation it has received pursuant to subsection (ef) below, (B) Agent the Borrowers shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower Loan Parties shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section), Agent, ) the Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Appears in 1 contract

Samples: Credit and Security Agreement (FreightCar America, Inc.)

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by Borrower to or on account of any obligation of Borrower hereunder or under any other Loan Document this Agreement shall to the extent permitted by applicable Laws Applicable Law be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require Applicable Law requires Borrower or Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws Applicable Law as determined by Borrower or Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (ed) below. (iii) If Borrower or Agent shall be required by the Code any Applicable Law to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, Taxes from any payment, then (A) Agent Borrower or Agent, as required by such Applicable Law, shall withhold or make such deductions as are determined by Agent it to be required based upon the information and documentation it has received pursuant to subsection (e) below, and (B) Agent Borrower or Agent, to the extent required by such Applicable Law, shall timely pay the full amount so withheld or deducted by it to the relevant Governmental Authority Body in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section), Agent, Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been madeApplicable Laws.

Appears in 1 contract

Samples: Term Loan and Security Agreement (Nektar Therapeutics)

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by Borrower to or on account of any obligation of the Borrower hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require the Borrower or the Administrative Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by the Borrower or the Administrative Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (ef) below. (ii) If the Borrower or the Administrative Agent shall be required by the Code applicable Laws to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, Taxes from any payment, then (A) the Borrower or the Administrative Agent shall withhold or make such deductions as are determined by Agent it to be required based upon the information and documentation it has received pursuant to subsection (ef) below, (B) the Borrower or the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Codeapplicable Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including such deductions and withholdings applicable to additional sums payable under this Section), Agent, Lender ) the Administrative Agent or L/C IssuerLender, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Appears in 1 contract

Samples: Credit Agreement (Colfax CORP)

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by Borrower to or on account of any obligation of Borrower hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require Borrower or Administrative Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by Borrower or Administrative Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If Borrower or Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) Administrative Agent shall withhold or make such deductions as are determined by Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section), Agent, Lender ) Administrative Agent or L/C IssuerLender, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Appears in 1 contract

Samples: Credit Agreement (PMC Commercial Trust /Tx)

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i1) Any and all payments by Borrower to or on account of any obligation of Borrower hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require Borrower or Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by Borrower or Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii2) If Borrower or Agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) Agent shall withhold or make such deductions as are determined by Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section), ) Agent, Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Appears in 1 contract

Samples: Credit Agreement (Flow International Corp)

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by Borrower to or on account of any obligation of the Borrower hereunder or under any other Loan Credit Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction deduction or withholding for any Taxes, except as required by applicable Laws. If, however, If any applicable Laws (as determined in the good faith discretion of the Administrative Agent) require the deduction or withholding of any Tax from any such payment by the Administrative Agent or the Borrower, then the Administrative Agent or the Borrower or Agent to withhold or deduct any Tax, such Tax shall be withheld entitled to make such deduction or deducted in accordance with such Laws as determined by Borrower or Agent, as the case may bewithholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If the Borrower or the Administrative Agent shall be required by the Code under applicable Law to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, Taxes from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Codeapplicable Law, and (C) to the extent that the withholding if such Taxes withheld or deduction is made on account of deducted are Indemnified Taxes or Other Taxes, the sum payable by the Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section), Agent, Lender or L/C Issuer, as Section 3.01) the case may be, applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Appears in 1 contract

Samples: Bridge Credit Agreement (Arch Capital Group Ltd.)

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by Borrower to or on account of any obligation of the Borrower hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require Borrower or Agent an applicable withholding agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by the Borrower or the Administrative Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) . If Borrower or Agent any applicable withholding agent shall be required by the Code applicable Law to withhold or deduct any Taxes, including both United States Federal federal backup withholding and withholding taxesTaxes, from any payment, then (A) Agent such withholding agent shall withhold or make such deductions as are determined by Agent such withholding agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) Agent such withholding agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Codeapplicable Law, and (C) if such Tax subject to the extent that the withholding or deduction is made on account of an Indemnified Taxes or Other TaxesTax, the sum payable by the Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section), Agent, Lender or L/C Issuer, as ) the case may be, applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Appears in 1 contract

Samples: Abl Credit Agreement (U.S. Well Services, Inc.)

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by Borrower the Guarantors to or on account of any obligation of Borrower the Guarantors hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require Borrower any Guarantor or Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by Borrower the Guarantors or Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If Borrower the Guarantors or Agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) Agent shall withhold or make such deductions as are determined by Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower Guarantors shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section), Agent, Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Appears in 1 contract

Samples: Credit Agreement (InfuSystem Holdings, Inc)

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by Borrower to or on account of any obligation of the Borrower hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require the Borrower or the Administrative Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by the Borrower or the Administrative Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If the Borrower or the Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding withhold or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section), ) the Administrative Agent, Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Appears in 1 contract

Samples: Credit Agreement (Asbury Automotive Group Inc)

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by Borrower to or on account of any obligation of the Borrower hereunder or under any other Loan Document shall to the extent permitted by applicable Laws laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws laws require the Borrower or the Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws laws as determined by the Borrower or the Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If the Borrower or the Agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Agent shall withhold or make such deductions as are determined by the Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section), ) the Agent, Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Appears in 1 contract

Samples: Credit Agreement (Liberty Property Limited Partnership)

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