Common use of Payments Free of Taxes Clause in Contracts

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law and the Borrower shall, and shall cause each other Loan Party, to comply with the requirements set forth in this Section 2.20. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.20) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 19 contracts

Samples: Credit Agreement (Gerson Lehrman Group, Inc.), Credit Agreement (Organogenesis Holdings Inc.), Credit Agreement (Organogenesis Holdings Inc.)

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Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law Requirements of Law, and the Borrower shall, and shall cause each other Loan Party, to comply with the requirements set forth in this Section 2.20. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.20) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 12 contracts

Samples: Credit Agreement (Appian Corp), Credit Agreement (Appian Corp), Credit Agreement (Alkami Technology, Inc.)

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law and the Borrower shall, and shall cause each other Loan Party, to comply with the requirements set forth in this Section 2.202.18. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.20Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 10 contracts

Samples: Credit Agreement (Extreme Networks Inc), Credit Agreement (Extreme Networks Inc), Credit Agreement (Digi International Inc)

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law Requirements of Law, and the Borrower shall, and shall cause each other Loan Party, to comply with the requirements set forth in this Section 2.20. If any applicable law Requirements of Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.20) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 9 contracts

Samples: Credit Agreement (Fastly, Inc.), Senior Secured Credit Facilities Credit Agreement (Nerdwallet, Inc.), Senior Secured Credit Facilities Credit Agreement (Nerdwallet, Inc.)

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law law, and the Borrower shall, and shall cause each other Loan PartyParty to, to comply with the requirements set forth in this Section 2.20. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings for Indemnified Tax applicable to additional sums payable under this Section 2.20) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding for Indemnified Tax been made.

Appears in 8 contracts

Samples: Credit Agreement (Ribbon Communications Inc.), Credit Agreement (Ribbon Communications Inc.), Credit Agreement (Ribbon Communications Inc.)

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party the Obligations hereunder or under any other Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as provided that if a Loan Party or any Subsidiary thereof shall be required by applicable law and the Borrower shallLaw to deduct or withhold, and or a Lender or an Agent, as applicable, shall cause each other be required to remit, any Taxes from such payments, then (i) such Loan Party, to comply with the requirements set forth in this Section 2.20. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction Parties or withholding of any Tax from such Subsidiary shall make any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make deductions or withholdings and (ii) such deduction Loan Parties or withholding and such Subsidiary shall timely pay the full amount deducted or withheld to the relevant and applicable Governmental Authority in accordance with applicable law and, Law and (iii) if such Tax is an Taxes are Indemnified TaxTaxes, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction making all required deductions, withholdings or withholding has been made remittances (including such deductions and deductions, withholdings or remittances applicable to additional sums payable under this Section 2.20) the applicable Recipient 4.2), such Lender or such Agent receives an amount equal to the sum it would have received had no such deduction deductions, withholdings or withholding remittances been made.

Appears in 6 contracts

Samples: Senior Secured Term Loan Agreement (Cresco Labs Inc.), Senior Secured Term Loan Agreement (Cresco Labs Inc.), Senior Secured Term Loan Agreement (Cresco Labs Inc.)

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law law, and the Borrower shall, and shall cause each other Loan Party, to comply with the requirements set forth in this Section 2.20. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.20) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 6 contracts

Samples: Credit Agreement (CrowdStrike Holdings, Inc.), Credit Agreement (CrowdStrike Holdings, Inc.), Credit Agreement (Bill.com Holdings, Inc.)

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party the Seller under any Loan Document this Agreement shall be made free and clear of and without deduction reduction or withholding for any Taxes, except as to the extent required by applicable law and Applicable Law. In the Borrower shall, and event that a Tax shall cause each other Loan Party, be required by Applicable Law to comply with the requirements set forth in this Section 2.20. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax be deducted from any such payment by a Withholding Agentpayments, then (i) the applicable Withholding Agent shall be entitled to make such deduction or withholding deductions as are determined by such Withholding Agent to be required based upon the information and documentation it has received pursuant to paragraph (e) below, (ii) such Withholding Agent shall timely pay the full amount deducted or withheld by it to the relevant Governmental Authority in accordance with applicable law and, Applicable Law and (iii) if such the Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased by the Seller as necessary so that after making all such deduction or withholding has been made deductions for Indemnified Taxes (including such deductions and withholdings for Indemnified Taxes applicable to additional sums payable under this Section 2.20paragraph (a)) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding deductions for Indemnified Taxes been made.

Appears in 6 contracts

Samples: Receivables Purchase Agreement (LyondellBasell Industries N.V.), Receivables Purchase Agreement (LyondellBasell Industries N.V.), Receivables Purchase Agreement (LyondellBasell Industries N.V.)

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document the Borrower hereunder shall be made free and clear of and without deduction reduction or withholding for any Indemnified Taxes or Other Taxes, except as ; provided that if the Borrower shall be required by applicable law and the Borrower shall, and shall cause each other Loan Party, to comply with the requirements set forth in this Section 2.20. If deduct any applicable law Indemnified Taxes (as determined in the good faith discretion of an applicable Withholding Agentincluding any Other Taxes) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentpayments, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then (i) the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction making all required deductions for Indemnified Taxes or withholding has been made Other Taxes (including such deductions and withholdings for Indemnified Taxes or Other Taxes applicable to additional sums payable under this Section 2.20Section) the applicable Recipient receives Lender shall receive an amount equal to the sum it would have received had no such deduction deductions for Indemnified Taxes or withholding Other Taxes been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 6 contracts

Samples: Revolving Credit Agreement (SecureWorks Corp), Revolving Credit Agreement (SecureWorks Corp), Revolving Credit Agreement (SecureWorks Corp)

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under this Agreement or any Loan Party under any Loan Document Transaction Documents shall be made without deduction or withholding for any Taxes, except as required by applicable law and the Borrower shall, and shall cause each other Loan Party, to comply with the requirements set forth in this Section 2.20Applicable Law. If any applicable law Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then (i) the applicable Withholding Agent shall be entitled to make such deduction or withholding and withholding, (ii) the applicable Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law andApplicable Law, and (iii) if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.202.13) the applicable Recipient Secured Party receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 5 contracts

Samples: Loan, Security and Collateral Management Agreement (AG Twin Brook Capital Income Fund), Loan and Security Agreement (Cim Real Estate Finance Trust, Inc.), Loan and Security Agreement (Cim Real Estate Finance Trust, Inc.)

Payments Free of Taxes. Any and all payments by or on account of any obligation of any the Loan Party Parties hereunder or under any other Loan Document shall be made free and clear of and without deduction reduction or withholding for any Indemnified Taxes or Other Taxes, except as provided that if the Loan Parties shall be required by Law to deduct, withhold or remit any Indemnified Taxes (including any Other Taxes) from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions, withholdings and remittances (including deductions, withholdings and remittances applicable law and to additional sums payable under this Section) the Borrower shall, and shall cause each other Loan Party, to comply with the requirements set forth in this Section 2.20. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then Lenders or L/C Issuer, as the applicable Withholding Agent case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Loan Parties shall be entitled to make such deduction or withholding deductions, withholdings and remittances and (iii) the Loan Parties shall timely pay or remit the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.20) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been madeLaw.

Appears in 5 contracts

Samples: Credit Agreement (Rh), Credit Agreement (Rh), Credit Agreement (Restoration Hardware Holdings Inc)

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law and the Borrower Borrowers shall, and shall cause each other Loan Party, to comply with the requirements set forth in this Section 2.20. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.20) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 4 contracts

Samples: Eighth Amendment Agreement (Benefitfocus,Inc.), Eighth Amendment Agreement (Benefitfocus,Inc.), Senior Secured Revolving Credit Facility (Benefitfocus,Inc.)

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party the Borrowers hereunder or under any other Loan Document shall be made free and clear of and without deduction reduction or withholding for any Indemnified Taxes (including any Other Taxes), except as provided, that, if the Borrowers shall be required by applicable law to deduct or withhold any Indemnified Taxes (including any Other Taxes) from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section) the Borrower shall, and shall cause each other Loan Party, to comply with the requirements set forth in this Section 2.20. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Administrative Agent, then Lender or L/C Issuer, as the applicable Withholding Agent case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (ii) the Borrowers shall be entitled to make such deduction deductions or withholding withholdings and (iii) the Borrowers shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.20) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been madelaw.

Appears in 4 contracts

Samples: Credit Agreement (Destination Maternity Corp), Credit Agreement (Destination Maternity Corp), Credit Agreement (Destination Maternity Corp)

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law and the Borrower shall, and shall cause each other Loan Party, to comply with the requirements set forth in this Section 2.202.17. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.202.17) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 4 contracts

Samples: Credit Agreement (DoubleVerify Holdings, Inc.), Credit Agreement (DoubleVerify Holdings, Inc.), Amendment and Restatement Agreement (DoubleVerify Holdings, Inc.)

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law and the Borrower shall, and shall cause each other Loan Party, to comply with the requirements set forth in this Section 2.20law. If any applicable law (as determined in the good faith discretion of an applicable any Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified TaxTax (and subject to Section 2.17(g)(i) in respect of payments by or on account of any obligation of any UK Borrower), then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.202.17(a)) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 4 contracts

Samples: Credit Agreement (Tetra Technologies Inc), Credit Agreement (Tetra Technologies Inc), Credit Agreement (Tetra Technologies Inc)

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made free and clear of and without deduction or withholding for any TaxesTaxes and without setoff, except counterclaim, or other defense, except, in each case, as required by applicable law and the Borrower shall, and shall cause each other Loan Party, to comply with the requirements set forth in this Section 2.20Applicable Law. If any applicable law Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.202.14) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 3 contracts

Samples: Credit Agreement (Diversified Energy Co PLC), Credit Agreement (TreeHouse Foods, Inc.), Credit Agreement (TreeHouse Foods, Inc.)

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law law, and the Borrower shall, and shall cause each other Loan Party, to comply with the requirements set forth in this Section 2.202.13. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.202.13) the applicable Recipient Lender receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 3 contracts

Samples: Credit Agreement (CalAmp Corp.), Credit Agreement (CalAmp Corp.), Credit Agreement (Edgio, Inc.)

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law law, and the Borrower shall, and shall cause each other Loan Party, to comply with the requirements set forth in this Section 2.202.17. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.202.17) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 3 contracts

Samples: Credit Agreement, Credit Agreement (Pagaya Technologies Ltd.), Credit Agreement (Pagaya Technologies Ltd.)

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction reduction or withholding for any Indemnified Taxes or Other Taxes, except as provided that if the Borrower shall be required by applicable law and the Borrower shall, and shall cause each other Loan Party, to comply with the requirements set forth in this Section 2.20. If deduct any applicable law Indemnified Taxes (as determined in the good faith discretion of an applicable Withholding Agentincluding any Other Taxes) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentpayments, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then (i) the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction making all required deductions for Indemnified Taxes or withholding has been made Other Taxes (including such deductions and withholdings for Indemnified Taxes or Other Taxes applicable to additional sums payable under this Section 2.20) the applicable Recipient Administrative Agent and each Lender receives an amount equal to the sum it would have received had no such deduction deductions for Indemnified Taxes or withholding Other Taxes been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 3 contracts

Samples: Revolving Credit Agreement (Legg Mason Inc), Term Loan Agreement (Legg Mason Inc), 5 Year Credit Agreement (Legg Mason Inc)

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law and the Borrower shall, and shall cause each other Loan Party, to comply with the requirements set forth in Applicable Law. For purposes of this Section 2.203.01, the term “Applicable Law” includes FATCA. If any applicable law Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.203.01) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 3 contracts

Samples: Credit Agreement (Mercury General Corp), Credit Agreement (Mercury General Corp), Credit Agreement (Mercury General Corp)

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law and the Borrower shall, and shall cause each other Loan Party, to comply with the requirements set forth in this Section 2.20Section. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.20Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 3 contracts

Samples: Loan and Security Agreement (Tabula Rasa HealthCare, Inc.), Loan and Security Agreement (Tabula Rasa HealthCare, Inc.), Loan and Security Agreement (Trupanion Inc.)

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law and the Borrower shall, and shall cause each other Loan Party, to comply with the requirements set forth in this Section 2.20law. If any applicable law (as determined in the good faith discretion of an applicable Withholding the Borrower or the Administrative Agent, as applicable) requires the deduction or withholding of any Tax from any such payment by a Withholding the Borrower or the Administrative Agent, as applicable, then the applicable Withholding Agent Borrower or the Administrative Agent, as applicable, shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that that, after such deduction or withholding has been made (including such deductions and withholdings of Indemnified Taxes applicable to additional sums payable under this Section 2.20) 5.03), the applicable Recipient Lending Party receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 3 contracts

Samples: Revolving Credit Agreement (Diversified Energy Co PLC), Revolving Credit Agreement (Diversified Energy Co PLC), Credit Agreement (Diversified Energy Co PLC)

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law and the Borrower shall, and shall cause each other Loan Party, to comply with the requirements set forth in this Section 2.202.14. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.20Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 3 contracts

Samples: Credit Agreement (Radisys Corp), Credit Agreement (Radisys Corp), Credit Agreement (Mattson Technology Inc)

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party the Seller under any Loan Transaction Document shall be made without deduction or withholding for any Taxes, except as required by applicable law and the Borrower shall, and shall cause each other Loan Party, to comply with the requirements set forth in this Section 2.20Applicable Law. If any applicable law Applicable Law (as determined in the good faith discretion of an applicable Withholding the Seller, Servicer, or Agent, as applicable) requires the deduction or withholding of any Tax from any such payment by a Withholding the Seller, Servicer, or Agent, as applicable, then the applicable Withholding Agent Seller, Servicer, or Agent, as applicable, shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law Applicable Law, and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party Seller shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.20) Section), the applicable Recipient Investor Party receives an amount equal to the sum it would have received had no such deduction or withholding been maderequired.

Appears in 3 contracts

Samples: Receivables Purchase Agreement (Audacy, Inc.), Receivables Purchase Agreement (Audacy, Inc.), Receivables Purchase Agreement (Audacy, Inc.)

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law Requirements of Law, and the Borrower shall, and shall cause each other Loan Party, to comply with the requirements set forth in this Section 2.202.14. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.202.14) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 2 contracts

Samples: Credit Agreement (TransMedics Group, Inc.), Credit Agreement (TransMedics Group, Inc.)

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law and the Borrower Borrowers shall, and shall cause each other Loan Party, to comply with the requirements set forth in this Section 2.202.18. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.20Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 2 contracts

Samples: Credit Agreement (Rightside Group, Ltd.), Credit Agreement (Rightside Group, Ltd.)

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law Requirements of Law, and the Borrower shall, and shall cause each other Loan Party, to comply with the requirements set forth in this Section 2.20. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with such applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.20) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 2 contracts

Samples: Credit Agreement (Brilliant Earth Group, Inc.), Credit Agreement (Brilliant Earth Group, Inc.)

Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party under this Agreement or any other Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law and the Borrower shall, and shall cause each other Loan Party, to comply with the requirements set forth in this Section 2.20law. If any applicable law (as determined in the good faith discretion of an applicable Withholding a Loan Party or the Administrative Agent, as applicable) requires the deduction or withholding of any Tax from any such payment by a Withholding Loan Party or the Administrative Agent, as applicable, then such Loan Party or the applicable Withholding Agent Administrative Agent, as applicable, shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.202.16) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 2 contracts

Samples: Credit Agreement (Murphy Oil Corp), Credit Agreement (Murphy Oil Corp)

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law and the Borrower shall, and shall cause each other Loan Party, to comply with the requirements set forth in this Section 2.202.15. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.20Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 2 contracts

Samples: Revolving Credit Agreement (Digi International Inc), Senior Secured Credit Facility (Perficient Inc)

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law law, and the Borrower shall, and shall cause each other Loan Party, to comply with the requirements set forth in this Section 2.202.14. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.202.14) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 2 contracts

Samples: Credit Agreement (United Homes Group, Inc.), Credit Agreement (Town Sports International Holdings Inc)

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law , and the Borrower shall, and shall cause each other Loan Party, to comply with the requirements set forth in this Section 2.20. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.20) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 2 contracts

Samples: Credit Agreement (Hortonworks, Inc.), Credit Agreement (TechTarget Inc)

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law , and the Borrower shall, and shall cause each other Loan Party, to comply with the requirements set forth in this Section 2.20. If any applicable law Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.20) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 2 contracts

Samples: Credit Agreement (Sprinklr, Inc.), Credit Agreement (Sprinklr, Inc.)

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party the Borrower under any Loan Transaction Document shall be made without deduction or withholding for any Taxes, except as required by applicable law and the Borrower shall, and shall cause each other Loan Party, to comply with the requirements set forth in this Section 2.20Applicable Law. If any applicable law Applicable Law (as determined in the good faith discretion of an applicable Withholding the Borrower or the Administrative Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding or on behalf of the Borrower or the Administrative Agent, then the applicable Withholding Agent Borrower or the Administrative Agent, as applicable, shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Regulatory Authority in accordance with applicable law Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.202.07) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 2 contracts

Samples: Loan Agreement (SmileDirectClub, Inc.), Loan Agreement (SmileDirectClub, Inc.)

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law and the Borrower shall, and shall cause each other Loan Party, to comply with the requirements set forth in this Section 2.20. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.20Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 2 contracts

Samples: Credit Agreement (Extreme Networks Inc), Credit Agreement (Extreme Networks Inc)

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law law, and the Borrower shall, and shall cause each other Loan Party, to comply with the requirements set forth in this Section 2.20. If any applicable law Requirements of Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.20) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 2 contracts

Samples: Credit Agreement (Yext, Inc.), Credit Agreement (Yext, Inc.)

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law and the Borrower shall, and shall cause each other Loan Party, to comply with the requirements set forth in this Section 2.20. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then ​ ​ ​ the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.20) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 2 contracts

Samples: Credit Agreement (Enfusion, Inc.), Credit Agreement (Enfusion, Inc.)

Payments Free of Taxes. Any and all All payments to be made hereunder by or on account of any obligation of any Loan Party the Company in respect of the Advances or otherwise arising under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law and the Borrower shall, and shall cause each other Loan Party, to comply with the requirements set forth in this Section 2.20Applicable Law (including FATCA). If any applicable law Applicable Law (as determined in the good faith discretion of an applicable Withholding the Company or the Administrative Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding the Company or the Administrative Agent, then the applicable Withholding Agent Company or the Administrative Agent, as applicable, shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party Company shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.20Section) the applicable Recipient Lender or the Administrative Agent receives an amount equal to the sum it would have received had no such deduction or withholding for Indemnified Taxes been made.

Appears in 1 contract

Samples: Loan and Security Agreement (Kayne Anderson BDC, Inc.)

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law law, and the Borrower shall, and shall cause each other Loan Party, to comply with the requirements set forth in this Section 2.20. If any applicable law Requirements of Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.20) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.. ​ ​ ​

Appears in 1 contract

Samples: Credit Agreement (Axcelis Technologies Inc)

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law law, and the Borrower shall, and shall cause each other Loan Party, to comply with the requirements set forth in this Section 2.202.15. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.202.15) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 1 contract

Samples: Senior Secured Revolving Credit Agreement (Pagaya Technologies Ltd.)

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party the Seller under any Loan Transaction Document shall be made without deduction or withholding for any Taxes, except as required by applicable law and the Borrower shall, and shall cause each other Loan Party, to comply with the requirements set forth in this Section 2.20Law. If any applicable law Law (as determined in the good faith discretion of an applicable Withholding Agentthe Seller, the Purchaser, any Affected Person or any Seller Indemnified Party) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentto the Purchaser, such Affected Person or such Seller Indemnified Party, then the applicable Withholding Agent Seller shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law Law, and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party Seller shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.20) Section), the applicable Recipient Purchaser, such Affected Person or such Seller Indemnified Party receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 1 contract

Samples: Receivables Purchase Agreement (StarTek, Inc.)

Payments Free of Taxes. Any and all All payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law law, and the Borrower shall, and shall cause each other Loan Party, to comply with the requirements set forth in this Section 2.202.21. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.20Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 1 contract

Samples: Credit Agreement (Ultra Clean Holdings Inc)

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under this Agreement or any Loan Party under any Loan other Transaction Document shall be made without deduction or withholding for any Taxes, except as required by applicable law and the Borrower shall, and shall cause each other Loan Party, to comply with the requirements set forth in this Section 2.20Applicable Law. If any applicable law Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then (i) the applicable Withholding Agent shall be entitled to make such deduction or withholding and withholding, (ii) the applicable Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law andApplicable Law, and (iii) if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.202.13) the applicable Recipient Secured Party receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 1 contract

Samples: Loan, Security and Collateral Management Agreement (Willow Tree Capital Corp)

Payments Free of Taxes. Any and all All payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law and the Borrower shall, and shall cause each other Loan Party, to comply with the requirements set forth in this Section 2.20Requirements of Law. If any applicable law Requirements of Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law Requirements of Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding for Indemnified Taxes has been made (including such deductions and withholdings for Indemnified Taxes applicable to additional sums payable under this Section 2.202.14) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 1 contract

Samples: Credit Agreement (Roku, Inc)

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Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law and the Borrower shall, and shall cause each other Loan Party, to comply with the requirements set forth in this Section 2.202.15. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.202.15) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 1 contract

Samples: Credit Agreement (Barracuda Networks Inc)

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law and the Borrower shall, and shall cause each other Loan Party, to comply with the requirements set forth in this Section 2.202.21. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.20Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 1 contract

Samples: Credit Agreement (Global Telecom & Technology, Inc.)

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction or withholding for any Indemnified Taxes, except as provided that if any Indemnified Taxes are required by applicable law and the Borrower shall, and shall cause each other Loan Party, to comply with the requirements set forth in this Section 2.20. If any applicable law Law (as determined in the good faith discretion of an the applicable Withholding Agentwithholding agent) requires the deduction to be withheld or withholding of any Tax deducted from any such payment by a Withholding Agentpayments, then (i) the sum payable by the Borrower shall be increased as necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to additional sums payable under this Section 3.01) each of the Administrative Agent or the applicable Withholding Agent Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (ii) the Borrower shall be entitled to make such deduction deductions or withholding withholdings as required by Law and (iii) the Borrower shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.20) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been madeLaw.

Appears in 1 contract

Samples: Term Loan Facility Credit Agreement (Gilead Sciences Inc)

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law and the Borrower Co-Borrowers shall, and shall cause each other Loan Party, to comply with the requirements set forth in this Section 2.20. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.20Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 1 contract

Samples: Credit Agreement (Violin Memory Inc)

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under this Agreement or any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law law, and the Borrower shall, and shall cause each other Loan Party, to comply with the requirements set forth in this Section 2.202.16. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.202.16) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 1 contract

Samples: Credit Agreement (UiPath, Inc.)

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law and the Borrower shall, and shall cause each other Loan Party, to comply with the requirements set forth in this Section 2.202.12. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.202.12) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 1 contract

Samples: Senior Secured Credit Facility (K2m Group Holdings, Inc.)

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law and the Borrower shall, and shall cause each other Loan Party, to comply with the requirements set forth in this Section 2.20. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.20) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.. ​ ​

Appears in 1 contract

Samples: Credit Agreement (Enfusion, Inc.)

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under this Agreement or any Loan Party under any Loan Document other Transaction Documents shall be made without deduction or withholding for any Taxes, except as required by applicable law and the Borrower shall, and shall cause each other Loan Party, to comply with the requirements set forth in this Section 2.20Applicable Law. If any applicable law Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then (i) the applicable Withholding Agent shall be entitled to make such deduction or withholding and withholding, (ii) the applicable Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law andApplicable Law, and (iii) if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.202.13) the applicable Recipient Secured Party receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 1 contract

Samples: Loan, Security and Collateral Management Agreement (Phillip Street Middle Market Lending Fund LLC)

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party the Borrower under any Loan Transaction Document shall be made without deduction or withholding for any Taxes, except as required by applicable law and the Borrower shall, and shall cause each other Loan Party, to comply with the requirements set forth in this Section 2.20Applicable Law. If any applicable law Applicable Law (as 757913495 20643426 39 determined in the good faith discretion of an applicable Withholding the Borrower, Servicer, Administrative Agent or Group Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentto an Affected Person, then the applicable Withholding Borrower, Servicer, Administrative Agent or Group Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law Applicable Law, and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.20) Section), the applicable Recipient Affected Person receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 1 contract

Samples: Receivables Financing Agreement (Traeger, Inc.)

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Seller or any Loan Party of its Affiliates under any Loan Transaction Document shall be made without deduction or withholding for any Taxes, except as required by applicable law and the Borrower shall, and shall cause each other Loan Party, to comply with the requirements set forth in this Section 2.20Applicable Law. If any applicable law Applicable Law (as determined in the good faith discretion of an the applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by to a Withholding AgentPurchaser Party, Affected Person or Seller Indemnified Party, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law Applicable Law, and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party Seller or such Affiliate shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.20) Section), the applicable Recipient Purchaser Party, Affected Person or Seller Indemnified Party receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Wolverine World Wide Inc /De/)

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law Applicable Law, and the Borrower shall, and shall cause each other Loan Party, to comply with the requirements set forth in this Section 2.20. If any applicable law Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.20) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 1 contract

Samples: Credit Agreement (Remitly Global, Inc.)

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party the Credit Parties hereunder or under any Loan other Credit Document shall be made free and clear of and without deduction reduction or withholding for any Indemnified Taxes or Other Taxes, except as required by applicable law and the Borrower shall, and shall cause each other Loan Party, to comply with the requirements set forth in this Section 2.20. If any applicable law (as determined in the good faith discretion of Applicable Law; provided that if an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled required by Applicable Law to make deduct any Indemnified Taxes (including any Other Taxes) from such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Taxpayments, then (i) the sum payable by the applicable Loan Party Credit Parties shall be increased as necessary so that after such deduction or withholding has been made making all required deductions (including such deductions and withholdings applicable to additional sums payable under this Section 2.202.6) the applicable Recipient Lending Party receives an amount equal to the sum it would have received had no such deduction or withholding deductions been made, (ii) the applicable Withholding Agent shall be entitled to make such deductions and (iii) the applicable Withholding Agent shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with Applicable Law.

Appears in 1 contract

Samples: Senior Secured Credit Facility (TransMontaigne Partners L.P.)

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party hereunder or under any other Loan Document shall be made free and clear of and without deduction reduction or withholding for any Indemnified Taxes or Other Taxes, except as required by applicable law and the Borrower shall, and shall cause each other Loan Party, to comply with the requirements set forth in this Section 2.20Legal Requirements. If any applicable law (as determined in Loan Party or the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Collateral Agent shall be entitled required by any Legal Requirement to make deduct any Indemnified Taxes (including any Other Taxes) from such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Taxpayments, then (i) the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made making all required deductions (including such deductions and withholdings applicable to additional sums payable under this Section 2.20Section) the applicable Recipient Collateral Agent, Lender or Issuing Bank, as the case may be, receives an amount equal to the sum it would have received had no such deduction or withholding deductions been made, (ii) such Loan Party or the Collateral Agent shall make such deductions and (iii) such Loan Party or the Collateral Agent shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with Legal Requirements.

Appears in 1 contract

Samples: Credit Agreement (Vantage Drilling CO)

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction reduction or withholding for any Indemnified Taxes or Other Taxes, except as provided that if the Borrower shall be required by applicable law and the Borrower shall, and shall cause each other Loan Party, to comply with the requirements set forth in this Section 2.20. If deduct any applicable law Indemnified Taxes (as determined in the good faith discretion of an applicable Withholding Agentincluding any Other Taxes) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentpayments, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then (i) the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction making all required deductions for Indemnified Taxes or withholding has been made Other Taxes (including such deductions and withholdings for Indemnified Taxes or Other Taxes applicable to additional sums payable under this Section 2.20) the applicable Recipient Administrative Agent, each Issuing Lender and each Lender receives an amount equal to the sum it would have received had no such deduction deductions for Indemnified Taxes or withholding Other Taxes been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 1 contract

Samples: Credit Agreement (Legg Mason Inc)

Payments Free of Taxes. Any and all All payments made by or on account of any obligation of any Loan Party under any Loan Document shall Guarantor hereunder will be made without setoff, counterclaim or other defense and, except as provided for in this Section 25(b), all such payments will be made free and clear of, and without deduction or withholding for for, any Taxes, except as required by applicable law and the Borrower shall, and shall cause each other Loan Party, to comply with the requirements set forth in this Section 2.20law. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party Guarantor shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.2025) the applicable Recipient Creditor receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 1 contract

Samples: Credit Agreement (Mercury Computer Systems Inc)

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law and the Borrower shall, and shall cause each other Loan Party, to comply with the requirements set forth in this Section 2.20law. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then then, subject to Section 2.17(h) and without duplication, the sum payable by the applicable Loan Party shall be increased (or, in the case of an Australian Borrower, an additional amount shall be payable) as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.202.17) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 1 contract

Samples: Credit Agreement (Scotts Miracle-Gro Co)

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party either Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law and the Borrower shall, and shall cause each other Loan Party, to comply with the requirements set forth in this Section 2.20law. If any applicable law (as determined in the good faith discretion of an applicable Withholding the Administrative Agent, TCIL, or TALICC, as applicable) requires the deduction or withholding of any Tax from any such payment by a Withholding the Administrative Agent, TCIL, or TALICC, then the applicable Withholding Agent Administrative Agent, TCIL, or TALICC, as applicable, shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.207.8) the applicable Recipient recipient of such payment receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 1 contract

Samples: Credit Agreement (Triton International LTD)

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law and the Borrower shall, and shall cause each other Loan Party, to comply with the requirements set forth in this Section 2.20. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.20) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 1 contract

Samples: Credit Agreement (Enfusion, Inc.)

Payments Free of Taxes. Any and all payments by or on account of any obligation Obligation of any Loan Credit Party under any Loan Credit Document shall be made without deduction or withholding for any Taxes, except as required by applicable law and the Borrower shall, and shall cause each other Loan Party, to comply with the requirements set forth in this Section 2.20Governmental Rules. If any -71- CREDIT AGREEMENT (PATTERN REVOLVER) applicable law Governmental Rules (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law Governmental Rules and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Credit Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.202.18(b)) the applicable Recipient Beneficiary receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 1 contract

Samples: Credit and Guaranty Agreement

Payments Free of Taxes. All payments made by the Borrower hereunder will be made without setoff, counterclaim or other defense. Any and all payments by or on account of any obligation of any Loan Credit Party under any Loan Credit Document shall be made without deduction or withholding for any Taxes, except as required by applicable law and the Borrower shall, and shall cause each other Loan Party, to comply with the requirements set forth in this Section 2.20Applicable Law. If any applicable law Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Credit Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.20Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 1 contract

Samples: Credit Agreement (Algoma Steel Group Inc.)

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law and the Borrower shall, and shall cause each other Loan Party, to comply with the requirements set forth in this Section 2.202.16. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.202.16) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 1 contract

Samples: Credit Agreement (Enernoc Inc)

Payments Free of Taxes. For purposes of this Section 2.15, the term “applicable law” includes FATCA. Any and all payments by or on account of any obligation of any Loan Party or the Pledgor under any Loan Financing Document shall be made without deduction or withholding for any Taxes, except as required by applicable law and the Borrower shall, and shall cause each other Loan Party, to comply with the requirements set forth in this Section 2.20law. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party or the Pledgor shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.20Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 1 contract

Samples: Credit Agreement (Avangrid, Inc.)

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law and the each Borrower shall, and shall cause each other Loan Party, to comply with the requirements set forth in this Section 2.20. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.20Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 1 contract

Samples: Credit Agreement (Ultra Clean Holdings Inc)

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law and the Borrower shall, and shall cause each other Loan Party, to comply with the requirements set forth in this Section 2.20. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.20) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.. ​

Appears in 1 contract

Samples: Credit Agreement (Enfusion, Inc.)

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction reduction or withholding for any Taxes, except as required by applicable law and the Law, provided that if any Borrower shall, and shall cause each other Loan Party, to comply with the requirements set forth in this Section 2.20. If any be required by applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction to deduct or withholding of withhold any Tax Taxes from any such payment by a Withholding Agentpayments, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, (i) if such Tax is an Taxes are Indemnified TaxTaxes or Other Taxes, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction any required withholding or withholding has been made the making of all required deductions (including such withholding and deductions and withholdings applicable to additional sums payable under this Section 2.20) Section), the applicable Recipient 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 deduction withholding or withholding deductions been made, (ii) such Borrower shall make such withholdings or deductions and (iii) such Borrower shall timely pay the full amount so withheld or deducted by it to the relevant Governmental Authority in accordance with applicable law.

Appears in 1 contract

Samples: Credit Agreement (Idex Corp /De/)

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law Applicable Law and the Borrower shall, and shall cause each other Loan Party, to comply with the requirements set forth in this Section 2.203.10. If any applicable law Applicable Law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.203.10) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 1 contract

Samples: Credit Agreement (Connecture Inc)

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law law, and the Borrower Borrowers shall, and shall cause each other Loan PartyParty to, to comply with the requirements set forth in this Section 2.20. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings for Indemnified Tax applicable to additional sums payable under this Section 2.20) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding for Indemnified Tax been made.

Appears in 1 contract

Samples: Credit Agreement (Teladoc, Inc.)

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law and the Borrower shall, and shall cause each other Loan Party, to comply with the requirements set forth in this Section 2.202.17. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.20) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Appears in 1 contract

Samples: Credit Agreement (ShoreTel Inc)

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