Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. 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 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) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 139 contracts
Samples: Credit Agreement (United Homes Group, Inc.), 364 Day Credit Agreement (Midamerican Energy Co), Credit Agreement (Midamerican Energy Co)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower any Credit Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. 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 Borrower applicable Credit Party shall be increased as necessary so that that, after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) ), the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 40 contracts
Samples: Credit Agreement (Centuri Holdings, Inc.), Credit Agreement (Centuri Holdings, Inc.), Credit Agreement (Southwest Gas Corp)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Transaction Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. 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 Official Body in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the 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 SectionSection 4.3) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 31 contracts
Samples: Loan and Servicing Agreement (Blue Owl Capital Corp III), Loan and Servicing Agreement (AGL Private Credit Income Fund), Loan Financing and Servicing Agreement (Stellus Private Credit BDC)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. 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 Borrower shall be increased as necessary so that that, after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) ), the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 30 contracts
Samples: Credit Agreement (Coca-Cola Consolidated, Inc.), Term Loan Agreement (Coca-Cola Consolidated, Inc.), Credit Agreement (Gray Television Inc)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. 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 Borrower 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 SectionSection 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 30 contracts
Samples: Revolving Credit Agreement (Clarion Partners Real Estate Income Fund Inc.), Credit Agreement (Carpenter Technology Corp), Credit Agreement (Landsea Homes Corp)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. 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 Borrower 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) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 29 contracts
Samples: Credit Agreement (Global Clean Energy Holdings, Inc.), Credit Agreement (Mynaric AG), Revolving Credit and Guaranty Agreement (Varex Imaging Corp)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. 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 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) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made. The Borrower acknowledges and agrees that, absent a Change in Law, the Borrower is not required to withhold or deduct from any such payments to the Initial Lender on account of any U.S. federal withholding taxes or Taxes imposed pursuant to FATCA.
Appears in 26 contracts
Samples: Loan and Guarantee Agreement (Sun Country Airlines Holdings, Inc.), Loan and Guarantee Agreement (Mesa Air Group Inc), Loan and Guarantee Agreement
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable 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 Borrower under any Loan Document 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) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 21 contracts
Samples: Term Loan Agreement (Piedmont Office Realty Trust, Inc.), Term Loan Agreement (Piedmont Office Realty Trust, Inc.), Term Loan Agreement (Piedmont Office Realty Trust, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. 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 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) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made. Borrower acknowledges and agrees that, absent a Change in Law, Borrower is not required to withhold or deduct from any such payments to the Initial Lender on account of any U.S. federal withholding taxes or Taxes imposed pursuant to FATCA.
Appears in 21 contracts
Samples: Loan and Guarantee Agreement (Jetblue Airways Corp), Loan and Guarantee Agreement (United Airlines, Inc.), Loan and Guarantee Agreement (Frontier Group Holdings, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding AgentBorrower) requires the deduction or withholding of any Tax from any such payment by a Withholding AgentBorrower, then the applicable Withholding Agent Borrower 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 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 SectionSection 2.10) 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 20 contracts
Samples: Loan Agreement (Invitation Homes Inc.), Loan Agreement (Invitation Homes Inc.), Loan Agreement (Invitation Homes Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower any Loan Party hereunder or under any other Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by Applicable applicable Law. If any Applicable 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 applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower 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 SectionSection 3.2) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 16 contracts
Samples: Credit Agreement (Andersons, Inc.), Credit Agreement (Nuvera Communications, Inc.), Credit Agreement (Shenandoah Telecommunications Co/Va/)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the any Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. 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 each 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 SectionSection 2.16) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 16 contracts
Samples: Credit Agreement (FirstEnergy Transmission, LLC), Credit Agreement (FirstEnergy Transmission, LLC), Credit Agreement (Firstenergy Corp)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the any Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. 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 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 SectionSection 4.1) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 16 contracts
Samples: Revolving Credit and Security Agreement (Golub Capital Direct Lending Corp), Revolving Credit and Security Agreement (Golub Capital BDC 4, Inc.), Revolving Credit and Security Agreement (Golub Capital BDC 4, Inc.)
Payments Free of Taxes. Any and all All payments to be made hereunder by or on account of any obligation the Company in respect of the Borrower under any Loan Document Advances shall be made without deduction or withholding for any Taxes, except as required by Applicable LawLaw (including FATCA). 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 Agentthe Company, then the applicable Withholding Agent Company 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 Borrower 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) 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 14 contracts
Samples: Loan Agreement (WhiteHorse Finance, Inc.), Loan Agreement (WhiteHorse Finance, Inc.), Loan and Security Agreement (Portman Ridge Finance Corp)
Payments Free of Taxes. Any and all All payments to be made hereunder by or on account of any obligation the Company in respect of the Borrower under any Loan Document Advances shall be made without deduction or withholding for any Taxes, except as required by Applicable LawLaw (including FATCA). 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 Agentthe Company, then the applicable Withholding Agent Company 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 Borrower 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) the applicable Recipient Lender receives an amount equal to the sum it would have received had no such deduction or withholding in respect of Indemnified Taxes been made.
Appears in 13 contracts
Samples: Loan and Security Agreement (Stone Point Credit Corp), Loan and Security Agreement (Goldman Sachs Private Middle Market Credit LLC), Loan and Security Agreement (Goldman Sachs Private Middle Market Credit LLC)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Credit Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. 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 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) the applicable Recipient Credit Party receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 13 contracts
Samples: Revolving Credit Agreement (Oncor Electric Delivery Co LLC), Term Loan Credit Agreement (Oncor Electric Delivery Co LLC), Term Loan Credit Agreement (Oncor Electric Delivery Co LLC)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. 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 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 SectionSection 11.3) 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 (Blue Owl Technology Finance Corp.), Credit Agreement (Blue Owl Technology Finance Corp. II), Credit Agreement (Blue Owl Technology Income Corp.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Transaction Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. 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 Agentto an Affected Person, 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 Law, and, if such Tax is an Indemnified Tax, then the sum payable by the 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) ), 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 12 contracts
Samples: Receivables Financing Agreement (BrightView Holdings, Inc.), Receivables Financing Agreement (BrightView Holdings, Inc.), Receivables Financing Agreement (BrightView Holdings, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower Company under any Loan Credit Document shall be made without deduction or withholding for any Taxes, except as required by Applicable applicable Law. If any Applicable 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 Agentpayment, 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 applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower 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) the applicable Recipient Administrative Agent, any Lender or the Issuing Lender, as the case may be, 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 (NGL Energy Partners LP), Credit Agreement (KLX Energy Services Holdings, Inc.), Credit Agreement (NGL Energy Partners LP)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower Borrowers under any Loan Credit Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable 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 Borrower Borrowers under any Credit Document 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) 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 (Brandywine Operating Partnership, L.P.), Term Loan Agreement (Brandywine Operating Partnership, L.P.), Revolving Credit Agreement (Brandywine Operating Partnership, L.P.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower Borrowers under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. 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 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 SectionSection 4.1) 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: Revolving Credit Agreement (MN8 Energy, Inc.), Revolving Credit Agreement (MN8 Energy, Inc.), Revolving Credit Agreement (MN8 Energy, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any Guarantor under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. 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 Borrower or such 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 SectionSection 5.03) 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 (Sitio Royalties Corp.), Credit Agreement (STR Sub Inc.), Credit Agreement (Sitio Royalties Corp.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable 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 Borrower or 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) 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 (Centric Brands Inc.), Credit Agreement (Centric Brands Inc.), Credit Agreement (Affinion Group Holdings, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. 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 Agentthe applicable withholding 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 Borrower 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 SectionSection 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 8 contracts
Samples: Credit Agreement (Fortress Net Lease REIT), Credit Agreement (Nathans Famous, Inc.), Credit Agreement (Cohen & Steers, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Section 2.13 Taxes, except as required by Applicable Lawapplicable 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 Section 2.13 Taxes 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 Section 2.13 Taxes is an Indemnified Tax, then the sum payable by the 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) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 8 contracts
Samples: Mezzanine Loan Agreement (Northstar Realty Finance Corp.), Mezzanine Loan Agreement (Northstar Realty Finance Corp.), Mezzanine Loan Agreement (NorthStar Healthcare Income, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agentthe Borrower) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentthe Borrower, then the applicable Withholding Agent Borrower 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 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 SectionSection 2.7(a)) 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 8 contracts
Samples: Loan Agreement (Starwood Waypoint Homes), Loan Agreement (Colony Starwood Homes), Loan Agreement (Colony Starwood Homes)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document this Agreement shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable 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 Borrower shall be increased as necessary so that after such deduction or withholding for Indemnified Taxes has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 8 contracts
Samples: Credit Agreement (Dollar General Corp), Credit Agreement (Dollar General Corp), Credit Agreement (Dollar General Corp)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the any Borrower or Guarantor under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable 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 Borrower or 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) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 8 contracts
Samples: Credit Agreement (EMCOR Group, Inc.), Credit Agreement (Arthur J. Gallagher & Co.), Credit Agreement (EMCOR Group, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower Credit Parties under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. 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 Borrower applicable Credit Party shall be increased as necessary so that that, after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) ), the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 7 contracts
Samples: Credit Agreement (SYNAPTICS Inc), Credit Agreement (SYNAPTICS Inc), First Amendment and Lender Joinder Agreement (SYNAPTICS Inc)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any Guarantor under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable 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 Borrower or the applicable 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) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 7 contracts
Samples: Credit Agreement (Umh Properties, Inc.), Credit Agreement (StoneX Group Inc.), Credit Agreement (StoneX Group Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the any Borrower and any Guarantor under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable 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 any Borrower or any 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) 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 (Delek Logistics Partners, LP), Credit Agreement (Delek US Holdings, Inc.), Credit Agreement (Delek Logistics Partners, LP)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower any Credit Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. 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 Borrower applicable Credit Party shall be increased as necessary so that that, after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) Section 6.11), 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: Term Loan Credit Agreement (Beacon Roofing Supply Inc), Term Loan Credit Agreement (Beacon Roofing Supply Inc), Term Loan Credit Agreement (Beacon Roofing Supply Inc)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable applicable Law. If any Applicable 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 to a Recipient 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 applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the 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) 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 (Energy Transfer LP), Term Loan Credit Agreement (Energy Transfer LP), Credit Agreement (Energy Transfer Partners, L.P.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding AgentBorrower) requires the deduction or withholding of any Tax from any such payment by a Withholding AgentBorrower, then the applicable Withholding Agent (i) Borrower shall be entitled to make such deduction or withholding and withholding, (ii) Borrower shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law andLaw, and (iii) if such Tax is an Indemnified Tax, then the sum payable by the 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 SectionSection 1.7) the applicable Recipient Bank receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 6 contracts
Samples: Loan and Security Agreement (Ceribell, Inc.), Loan and Security Agreement (Ceribell, Inc.), Loan and Security Agreement (Netlist Inc)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. 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 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 SectionSection 2.16) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 5 contracts
Samples: Credit Agreement (Firstenergy Corp), Credit Agreement (Firstenergy Corp), Credit Agreement (FirstEnergy Transmission, LLC)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by Applicable applicable Law. If any Applicable 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 applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the 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 SectionSection 3.2) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 5 contracts
Samples: Credit Agreement (Frontier Communications Corp), Credit Agreement (Frontier Communications Corp), Credit Agreement (Frontier Communications Corp)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower any Credit Party under any Loan Credit Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. 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 Borrower applicable Credit Party shall be increased as necessary so that that, after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) ), the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 5 contracts
Samples: Credit Agreement (Silgan Holdings Inc), Credit Agreement (Silgan Holdings Inc), Credit Agreement (Silgan Holdings Inc)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Transaction Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any 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 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 Law, and, if such Tax is an Indemnified Tax, then the sum payable by the 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) ), the applicable Recipient Credit 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: Receivables Financing Agreement (Worthington Industries Inc), Receivables Financing Agreement (CONSOL Energy Inc.), Receivables Financing Agreement (Worthington Industries Inc)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Transaction Document shall be made without deduction or withholding for any Taxes (other than Excluded Taxes), except as required by Applicable Lawapplicable 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 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) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 5 contracts
Samples: Credit and Security Agreement (Martin Marietta Materials Inc), Credit and Security Agreement (Martin Marietta Materials Inc), Credit and Security Agreement (Martin Marietta Materials Inc)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding AgentBorrower) requires the deduction or withholding of any Tax from any such payment by a Withholding AgentBorrower, then the applicable Withholding Agent (i) Borrower shall be entitled to make such deduction or withholding and withholding, (ii) Borrower shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law andLaw, and (iii) if such Tax is an Indemnified Tax, then the sum payable by the 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 SectionSection 1.6) the applicable Recipient Bank 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 and Security Agreement (Evolv Technologies Holdings, Inc.), Loan and Security Agreement (Achieve Life Sciences, Inc.), Loan and Security Agreement (6d Bytes Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. 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 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) 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 5 contracts
Samples: Loan and Security Agreement (Emergent Capital, Inc.), Loan and Security Agreement (Emergent Capital, Inc.), Loan and Security Agreement (Imperial Holdings, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Credit Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. 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 Borrower shall be increased as necessary so that that, after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) ), the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 5 contracts
Samples: Credit Agreement (Public Service Co of New Mexico), Credit Agreement (Public Service Co of New Mexico), Credit Agreement (Old Dominion Freight Line, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding AgentBorrower) requires the deduction or withholding of any Tax from any such payment by a Withholding AgentBorrower, then the applicable Withholding Agent (i) Borrower shall be entitled to make such deduction or withholding and withholding, (ii) Borrower shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law andLaw, and (iii) if such Tax is an Indemnified Tax, then the sum payable by the 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 SectionSection 1.8) the applicable Recipient Bank 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 and Security Agreement (Sunlight Financial Holdings Inc.), Loan and Security Agreement (Serve Robotics Inc. /DE/), Loan and Security Agreement (Sunlight Financial Holdings Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document Obligation shall be made without deduction or withholding for any Taxes, except as required by Applicable applicable Law. If any Applicable applicable Law (as determined in the good faith discretion of an applicable Withholding the Administrative Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentan Obligor, then the applicable Withholding Agent such Obligor 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 applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower such Obligor 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 SectionSection 5.03) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding for Indemnified Taxes been made. For purposes of this Section, the term “applicable Law” includes FATCA.
Appears in 4 contracts
Samples: Credit Agreement (IsoPlexis Corp), Credit Agreement and Guaranty (IsoPlexis Corp), Credit Agreement and Guaranty (IsoPlexis Corp)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower 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 Taxes, Taxes except as required by Applicable Lawany Legal Requirement. If any Applicable Law Legal Requirement (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 the relevant Legal Requirements and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower 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) the applicable Recipient Administrative Agent and each Lender 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 (Willbros Group, Inc.\NEW\), Credit Agreement (Willbros Group, Inc.\NEW\), Credit Agreement (Willbros Group, Inc.\NEW\)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower any Credit Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. 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 Borrower applicable Credit Party shall be increased as necessary so that 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) ), the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding for Indemnified Taxes been made.
Appears in 4 contracts
Samples: Credit Agreement (Copart Inc), Credit Agreement (Copart Inc), Credit Agreement (Copart Inc)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the any Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. 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 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) 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: Term Loan Agreement (Jacobs Engineering Group Inc /De/), Term Loan Agreement (Jacobs Engineering Group Inc /De/), Credit Agreement (Sl Green Operating Partnership, L.P.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable 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 Taxes 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 Taxes are Indemnified TaxTaxes, then the sum payable by the Borrower 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) the applicable Recipient Administrative 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 deductions or withholding been made.
Appears in 4 contracts
Samples: Senior Secured Revolving Credit Agreement (Goldman Sachs BDC, Inc.), Senior Secured Revolving Credit Agreement (Goldman Sachs BDC, Inc.), Senior Secured Revolving Credit Agreement (Goldman Sachs BDC, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding AgentBorrower) requires the deduction or withholding of any Tax from any such payment by a Withholding AgentBorrower, then the applicable Withholding Agent (i) Borrower shall be entitled to make such deduction or withholding and withholding, (ii) Borrower shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law andLaw, and (iii) if such Tax is an Indemnified Tax, then the sum payable by the 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 SectionSection 1.8) the applicable Recipient Agent receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 4 contracts
Samples: Loan and Security Agreement (Ziopharm Oncology Inc), Loan and Security Agreement (AVROBIO, Inc.), Loan and Security Agreement (Inmune Bio, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower Borrowers under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. 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 Borrower Borrowers 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) 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: Loan Agreement (Aaon, Inc.), Credit Agreement (Atlas Corp.), Loan Agreement (Aaon, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good good-faith discretion of an applicable Withholding AgentBorrower) requires the deduction or withholding of any Tax from any such payment by a Withholding AgentBorrower, then the applicable Withholding Agent (i) Borrower shall be entitled to make such deduction or withholding and withholding, (ii) Borrower shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law andLaw, and (iii) if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that that, after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient Section 1.6), Bank receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 4 contracts
Samples: Loan and Security Agreement (Imunon, Inc.), Loan and Security Agreement (Environmental Impact Acquisition Corp), Loan and Security Agreement (Cue Biopharma, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under this Agreement and any Loan Document other documents entered into in connection herewith shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. 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 Borrower shall be increased as necessary so that that, after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) ), 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 (Imax Corp), Credit Agreement (Imax Corp), Credit Agreement (Imax Corp)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agentthe Borrower) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentthe Borrower, then the applicable Withholding Agent Borrower 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 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 SectionSection 2.8(a)) 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 4 contracts
Samples: Loan Agreement (American Homes 4 Rent), Loan Agreement (American Homes 4 Rent), Loan Agreement (American Homes 4 Rent)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the any Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. 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 each 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) 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, Credit Agreement, Credit Agreement (FirstEnergy Solutions Corp.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower any Credit Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. 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 Borrower applicable 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) 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 (Ugi Corp /Pa/), Credit Agreement (Amerigas Partners Lp), Credit Agreement (Amerigas Partners Lp)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower any Credit Party under any Loan Document shall be made free and clear and without deduction or withholding for any Taxes, ; except as required by Applicable Law. 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 Borrower applicable Credit Party shall be increased as necessary so that that, after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) ), 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 (Fossil Group, Inc.), Credit Agreement (Fossil Group, Inc.), Credit Agreement (Fossil Group, Inc.)
Payments Free of Taxes. Any Unless required by applicable Law (as determined in good faith by the applicable withholding agent), any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document to any Recipient shall be made free and clear of and without deduction reduction or withholding for any Taxes, except as ; provided that if Borrower or other applicable withholding agent shall be required by Applicable Law. If Law to deduct any Applicable Law (as determined Taxes from or in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding respect of any Tax from sum paid or payable by Borrower to any such payment by a Withholding AgentRecipient under any of the Loan Documents, then (i) if 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 Tax in accordance with Applicable Law and, if such Tax question is an Indemnified Tax or Other Tax, then the sum payable by the Borrower shall be increased as necessary so that after all such deduction required deductions or withholding has been made withholdings (including such deductions and or withholdings applicable to additional sums payable under this SectionSection 2.09) the applicable have been made, such Recipient receives an amount equal to the sum it would have received had no such deduction deductions or withholding withholdings been made, (ii) Borrower or other applicable withholding agent shall make such deductions or withholdings and (iii) Borrower or other applicable withholding agent shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable Law.
Appears in 3 contracts
Samples: Loan Agreement, Loan Agreement (Stockbridge/Sbe Investment Company, LLC), Loan Agreement (Stockbridge/Sbe Investment Company, LLC)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Transaction Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. 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 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 SectionSection 2.10) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 3 contracts
Samples: Loan and Servicing Agreement (FS KKR Capital Corp), Loan and Servicing Agreement (KKR Enhanced US Direct Lending Fund-L Inc.), Loan and Servicing Agreement (FS Investment Corp II)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower to the Lender under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. 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 Borrower to the Lender 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) Section 9), 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: Unsecured Term Loan Facility Agreement (CION Investment Corp), Unsecured Term Loan Facility Agreement (CION Investment Corp), Unsecured Term Loan Facility Agreement (CION Investment Corp)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document Obligation shall be made without deduction or withholding for any Taxes, except as required by Applicable applicable Law. If any Applicable applicable Law (as determined in the good faith discretion of an applicable Withholding the Administrative Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentan Obligor, then the applicable Withholding Agent such Obligor 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 applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower such Obligor 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 SectionSection 5.03) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding for Indemnified Taxes been made. For purposes of this Section 5.03, the term “applicable Law” includes FATCA.
Appears in 3 contracts
Samples: Credit Agreement and Guaranty (GeneDx Holdings Corp.), Credit Agreement and Guaranty (Biodesix Inc), Credit Agreement and Guaranty (Biodesix Inc)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. 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 Law, and, if such Tax is an Indemnified Tax, then the sum payable by the 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) ), 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 (Comstock Resources Inc), Credit Agreement (Comstock Oil & Gas Investments, LLC), Credit Agreement (Patriot National, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law, including FATCA. If any Applicable Law applicable law, including FATCA, (as determined in the good faith discretion of an applicable Withholding AgentBorrower) requires the deduction or withholding of any Tax from any such payment by a Withholding AgentBorrower, then the applicable Withholding Agent Borrower 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 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 SectionSection 2.8(a)) 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: Loan Agreement (Altisource Residential Corp), Loan Agreement (Altisource Residential Corp), Loan Agreement (Altisource Residential Corp)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower Seller under any Loan Transaction Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. 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 Law, and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower 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) ), 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 3 contracts
Samples: Receivables Purchase Agreement (Celanese Corp), Receivables Purchase Agreement (United States Steel Corp), Receivables Purchase Agreement (Celanese Corp)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. 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 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 SectionSection 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 3 contracts
Samples: Credit Agreement (Willis Lease Finance Corp), Credit Agreement (Willis Lease Finance Corp), Credit Agreement (Willis Lease Finance Corp)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable 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 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) 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 (Macquarie Infrastructure Corp), Credit Agreement (Macquarie Infrastructure Corp), Credit Agreement (Macquarie Infrastructure CO LLC)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable LawLaws. If any Applicable Law Laws (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 Laws and, if such Tax is an Indemnified Tax, then the sum payable by the 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) 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: Syndicated Term Loan Agreement (Strategic Storage Trust VI, Inc.), Syndicated Term Loan Agreement (Strategic Storage Trust VI, Inc.), Syndicated Term Loan Agreement (Strategic Storage Trust VI, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower Borrowers under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. 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 Law, and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower Borrowers 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) Section 2.15), the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 3 contracts
Samples: Credit Agreement (Hecla Mining Co/De/), Credit Agreement (Hecla Mining Co/De/), Credit Agreement (Hecla Mining Co/De/)
Payments Free of Taxes. Any and all payments by either Co-Borrower to or on for the account of any obligation of the Borrower Recipient hereunder or under any other Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable 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 Co-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) 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 (Carlisle Companies Inc), Credit Agreement (Carlisle Companies Inc), Credit Agreement (Carlisle Companies Inc)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable LawLaws. If any Applicable Law Laws (as determined in the good faith discretion of an applicable Withholding Agent) requires require 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 withheld or deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, and if such Tax is an Indemnified Tax, then the sum payable by the 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 SectionSection 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction or withholding been made.
Appears in 3 contracts
Samples: Credit Agreement (Steele Creek Capital Corp), Credit Agreement (Nuveen Churchill Private Capital Income Fund), Credit Agreement (Nuveen Churchill Private Capital Income Fund)
Payments Free of Taxes. Any and all payments to a Recipient by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. 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 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) 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 3 contracts
Samples: Term Loan Agreement (Enable Midstream Partners, LP), Revolving Credit Agreement (Enable Midstream Partners, LP), Term Loan Agreement (Enable Midstream Partners, LP)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall to the extent permitted by applicable Laws be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable 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 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) 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, Credit Agreement (QEP Midstream Partners, LP), Credit Agreement (Tesoro Logistics Lp)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower Issuer under any Loan Transaction Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any 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 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 Law, and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower Issuer 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) ), the applicable Recipient Credit Party receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 2 contracts
Samples: Note Purchase Agreement (Mallinckrodt PLC), Note Purchase Agreement (Mallinckrodt PLC)
Payments Free of Taxes. Any and all All payments to be made hereunder by or on account of any obligation the Company in respect of the Borrower under any Loan Document Advances and the Administrative Agency Fee shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. 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 an applicable Withholding Agent, then the such 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 Borrower Company shall be increased as necessary so 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) 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 and Security Agreement (Bain Capital Private Credit), Loan and Security Agreement (Bain Capital Private Credit)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Transaction Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. 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 Law, and, if such Tax is an Indemnified Tax, then the sum payable by the 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) ), 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 2 contracts
Samples: Loan and Security Agreement (Hill-Rom Holdings, Inc.), Loan and Security Agreement (Hill-Rom Holdings, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Transaction Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the sole, good faith discretion of an the applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentto an Affected Person, 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 Law, and, if such Tax is an Indemnified Tax, then the sum payable by the 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) ), 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 2 contracts
Samples: Receivables Financing Agreement (Waystar Holding Corp.), Receivables Financing Agreement (Waystar Holding Corp.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document hereunder shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable 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 or Other Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings of Indemnified Taxes or Other Taxes applicable to additional sums payable under this Section) 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 (Kinetik Holdings Inc.), Senior Revolving Credit Facility (Kinetik Holdings Inc.)
Payments Free of Taxes. Any and all All payments to be made hereunder by or on account of any obligation the Company in respect of the Borrower under any Loan Document Advances and the Administrative Agency Fee shall be made without deduction or withholding for any Taxes, except as required by Applicable LawLaw (including FATCA). 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 an applicable 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 Borrower 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) 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 2 contracts
Samples: Loan and Security Agreement (Franklin BSP Capital Corp), Loan and Security Agreement (Franklin BSP Lending Corp)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower Borrowers under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. 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 Borrower Borrowers 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 SectionSection 2.10) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 2 contracts
Samples: Credit Agreement (Livent Corp.), Credit Agreement (Livent Corp.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Transaction Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. 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 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) 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 (loanDepot, Inc.), Credit Agreement (loanDepot, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable 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 Borrower 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) 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 (Regency Energy Partners LP), Credit Agreement (Regency Energy Partners LP)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. 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 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 SectionSection 3.5) 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 (Otter Tail Corp), Credit Agreement (Public Service Co of New Mexico)
Payments Free of Taxes. Any and all payments by or on account of any obligation Obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding AgentBorrower) requires the deduction or withholding of any Tax from any such payment by a Withholding AgentBorrower, then the applicable Withholding Agent (i) Borrower shall be entitled to make such deduction or withholding and withholding, (ii) Borrower shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law andLaw, and (iii) if such Tax is an Indemnified Tax, then the sum payable by the 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 SectionSection 1.7) the applicable Recipient Bank 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 and Security Agreement (Myomo, Inc.), Loan and Security Agreement (908 Devices Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower Loan Parties under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. 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 Borrower Loan Parties 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) 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 (Seaport Entertainment Group Inc.), Credit Agreement (Seaport Entertainment Group Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding AgentXxxxxxxx) requires the deduction or withholding of any Tax from any such payment by a Withholding AgentBorrower, then the applicable Withholding Agent (i) Borrower shall be entitled to make such deduction or withholding and withholding, (ii) Borrower shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law andLaw, and (iii) if such Tax is an Indemnified Tax, then the sum payable by the 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 SectionSection 1.8) the applicable Recipient Bank 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 and Security Agreement (Ibotta, Inc.), Loan and Security Agreement (Ibotta, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the any Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. 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 Agentthe applicable withholding 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 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 SectionSection 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 2 contracts
Samples: Credit Agreement (Veralto Corp), Credit Agreement (Danaher Corp /De/)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower Seller under any Loan Transaction Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. 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 Law, and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower 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) ), the applicable Recipient Affected Person receives an amount equal to the sum it would have received had no such deduction or withholding been made. In addition, each Affected Person shall promptly notify the Seller and the Servicer upon becoming aware of any circumstances as a result of which the Seller is or would be required to make any deduction or withholding from any sum payable hereunder.
Appears in 2 contracts
Samples: Receivables Purchase Agreement (TransDigm Group INC), Receivables Purchase Agreement (TransDigm Group INC)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall to the extent permitted by applicable Laws be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable 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 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) 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: Term Loan Agreement (Qep Resources, Inc.), Credit Agreement (Qep Resources, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. 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 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 SectionSection 11.4) 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 (Ares Strategic Income Fund), Credit Agreement (Ares Strategic Income Fund)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any Guarantor under any Loan Document shall be made without deduction or withholding for any Taxestaxes, except as required by Applicable Lawapplicable 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 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 tax is an Indemnified Tax, then the sum payable by Borrower or the Borrower applicable 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) 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 (Penford Corp), Delayed Draw Term Loan Credit Agreement (Penford Corp)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the a Borrower under any Loan Document this Agreement or the Notes shall be made made, without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable 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 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) 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: Five Year Credit Agreement (Eastman Chemical Co), Credit Agreement (Eastman Chemical Co)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower Co-Borrowers under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. 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 Borrower Co-Borrowers 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 SectionSection 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 2 contracts
Samples: Credit Agreement (Premier, Inc.), Credit Agreement (Premier, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding AgentBorrower) requires the deduction or withholding of any Tax from any such payment by a Withholding AgentBorrower, then the applicable Withholding Agent (i) Borrower shall be entitled to make such deduction or withholding and withholding, (ii) Borrower shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law andLaw, and (iii) if such Tax is an Indemnified Tax, then the sum payable by the 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 SectionSection 1.12) the applicable Recipient Bank 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 and Security Agreement (Tenaya Therapeutics, Inc.), Loan and Security Agreement (Chimerix Inc)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Credit Document shall be made without deduction or withholding for any Taxes, except as required by Applicable applicable Law. If any Applicable applicable Law (as determined in the good faith discretion of an applicable Withholding the Administrative Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding the Borrower or the Administrative Agent, then the applicable Withholding Borrower or the Administrative 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 applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that that, after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) ), 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 (Aptargroup Inc), Credit Agreement (Aptargroup Inc)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Transaction Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any 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 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 Law, and, if such Tax is an Indemnified Tax, then the sum payable by the 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) ), the applicable Recipient 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 and Security Agreement (Sinclair Broadcast Group Inc), Loan and Security Agreement (Sinclair Broadcast Group Inc)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. 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 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 SectionSection 2.13) 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: Asset Backed Revolving Credit Agreement (CURO Group Holdings Corp.), Asset Backed Revolving Credit Agreement (CURO Group Holdings Corp.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower Borrower, as applicable, under any Margin Loan Document Documentation shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. 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 Agentsuch withholding agent, then the applicable Withholding Agent such 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 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) the applicable Recipient Section 2.10), each Lender receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 2 contracts
Samples: Margin Loan Agreement (Cannae Holdings, Inc.), Margin Loan Agreement (Cannae Holdings, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. 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 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 SectionSection 2.17) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 2 contracts
Samples: Loan and Security Agreement (Aerocentury Corp), Loan and Security Agreement (Aerocentury Corp)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding AgentBorrower) requires the deduction or withholding of any Tax from any such payment by a Withholding AgentBorrower, then the applicable Withholding Agent (i) Borrower shall be entitled to make such deduction or withholding and withholding, (ii) Borrower shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law andLaw, and (iii) if such Tax is an Indemnified Tax, then the sum payable by the 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 SectionSection 1.8) the applicable Recipient receives each affected Lender or Agent, as applicable, receive an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 2 contracts
Samples: Contingent Convertible Debt Agreement (Achieve Life Sciences, Inc.), Contingent Convertible Debt Agreement (Achieve Life Sciences, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable 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 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) 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 (Isramco Inc), Credit Agreement (Abraxas Petroleum Corp)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document this Agreement shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of the Borrower or an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentthe Borrower or such withholding 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 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) 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: Term Loan Credit Agreement (RTX Corp), Bridge Credit Agreement (RTX Corp)
