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 55 contracts
Samples: Senior Secured Revolving Credit Agreement (BlackRock TCP Capital Corp.), Credit Agreement (Tucson Electric Power Co), Senior Secured Revolving Credit Agreement (BlackRock Capital Investment 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 2.17) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 25 contracts
Samples: Credit Agreement (Ugi Corp /Pa/), Credit Agreement (Ugi Corp /Pa/), Credit Agreement (Northwest Natural Gas Co)
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 2.13) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 19 contracts
Samples: Loan and Security Agreement (New Mountain Guardian IV BDC, L.L.C.), Loan and Security Agreement (NMF SLF I, Inc.), Loan and Security Agreement (New Mountain Finance 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 lawLaw. If any applicable law 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 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 19 contracts
Samples: Credit Agreement (Sunnova Energy International Inc.), Credit Agreement (Sunnova Energy International Inc.), Credit Agreement (Sunnova Energy International 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 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 17 contracts
Samples: Loan and Servicing Agreement (Antares Strategic Credit Fund), Loan and Servicing Agreement (Antares Strategic Credit Fund), Loan Financing and Servicing Agreement (FS KKR Capital 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 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 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 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 has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 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 15 contracts
Samples: Term Loan Agreement (Correvio Pharma Corp.), Term Loan Agreement (Cardiome Pharma Corp), Term Loan Agreement (ViewRay, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or the Servicer 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 or the Servicer, as applicable, shall be increased as necessary (such increase, the “Additional Amount”) 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 15 contracts
Samples: Loan and Security Agreement (Credit Acceptance Corp), Loan and Security Agreement (Credit Acceptance Corp), Loan and Security Agreement (Credit Acceptance 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 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 Obligor 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) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 13 contracts
Samples: Term Loan Agreement (Valeritas Holdings Inc.), Term Loan Agreement (Valeritas Holdings Inc.), Term Loan Agreement (Valeritas 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 10.13) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 11 contracts
Samples: Revolving Credit Agreement (Vornado Realty Lp), Term Loan Agreement (Vornado Realty Lp), Revolving Credit Agreement (Vornado Realty Lp)
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 any applicable lawLaw. If any applicable law 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 such Obligor 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 11 contracts
Samples: Forbearance Agreement and First Amendment to Credit Agreement and Guaranty (Icagen, Inc.), Forbearance Agreement and Third Amendment to Credit Agreement and Guaranty (Icagen, Inc.), Forbearance Agreement and Second Amendment to Credit Agreement and Guaranty (Icagen, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower any Obligor 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 applicable Obligor 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 11 contracts
Samples: Revolving Credit Agreement (AerCap Holdings N.V.), Revolving Credit Agreement (AerCap Holdings N.V.), Revolving Credit Agreement (AerCap Holdings N.V.)
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 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 10 contracts
Samples: Credit Agreement (Madison Gas & Electric Co), Credit Agreement (Madison Gas & Electric Co), Term Loan Agreement (Weyerhaeuser Co)
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 lawLaw. If any applicable law 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 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 10 contracts
Samples: Margin Loan Agreement (Liberty Broadband Corp), Margin Loan Agreement (Liberty Broadband Corp), Margin Loan Agreement and Collateral Account Control Agreement (Liberty Broadband 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 lawLaw. If any applicable law 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 such Obligor 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 10 contracts
Samples: Credit Agreement (Nevro Corp), Credit Agreement (Allurion Technologies, Inc.), Bridging Agreement (Allurion Technologies Holdings, 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 10 contracts
Samples: Loan Agreement (RCM Technologies, Inc.), Credit Agreement (Astronics Corp), Loan Agreement (RCM Technologies, 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 2.16) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 10 contracts
Samples: Credit Agreement (Kirby Corp), Credit Facility Agreement (Lennox International Inc), Credit Agreement (Kirby Corp)
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 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 Administrative Agent or Bank 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 (Black Hills Corp /Sd/), Credit Agreement (Black Hills Corp /Sd/), Credit Agreement (Black Hills Corp /Sd/)
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 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 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 (Entergy New Orleans, LLC), Credit Agreement (Entergy Mississippi, LLC), Term Loan Credit Agreement (Entergy Louisiana, 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 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: Loan Agreement (Chicago Atlantic Real Estate Finance, Inc.), Loan and Security Agreement (Exagen Inc.), Term Loan Agreement (Nordson 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 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 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 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. In addition, Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.
Appears in 9 contracts
Samples: Credit Agreement (Apache Corp), Credit Agreement (APA Corp), Credit Agreement (APA 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 2.14) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 8 contracts
Samples: Credit Agreement (Madison Square Garden Entertainment Corp.), Credit Agreement, Credit Agreement (Madison Square Garden Sports Corp.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower Company 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 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 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 (International Flavors & Fragrances Inc), Term Loan Credit Agreement (Nutrition & Biosciences, Inc.), Term Loan Credit Agreement (International Flavors & Fragrances 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 10.13) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 8 contracts
Samples: Credit Agreement (JBG SMITH Properties), Credit Agreement (JBG SMITH Properties), Credit Agreement (JBG SMITH Properties)
Payments Free of Taxes. (i) 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 lawLaw. If any applicable law 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 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 8 contracts
Samples: Second Amended and Restated Second Lien Credit Agreement (Beneficient), Second Amended and Restated Second Lien Credit Agreement (Beneficient Co Group, L.P.), Credit Agreement (Beneficient Co Group, L.P.)
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 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 8 contracts
Samples: Credit Agreement (Worthington Industries Inc), Credit Agreement (Tapestry, Inc.), Credit 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 Document shall be made without deduction or withholding for any Taxes, except as required by applicable lawLaw. If any applicable law 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 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 5.9 [Taxes]) 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 (Chesapeake Utilities Corp), Credit Agreement (Chesapeake Utilities Corp), Credit Agreement (Chesapeake Utilities 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 SectionSection 3.01(b)) 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 7 contracts
Samples: Credit Agreement (Ferguson Enterprises Inc. /DE/), Credit Agreement (EQT Corp), Extension Agreement and First Amendment to Second Amended and Restated Credit Agreement (EQT 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 lawany Law. If any applicable law 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 Laws 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 has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 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 7 contracts
Samples: Credit Agreement (scPharmaceuticals Inc.), Credit Agreement (Marinus Pharmaceuticals, Inc.), Credit Agreement (BioXcel Therapeutics, Inc.)
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 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 2.14) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 7 contracts
Samples: 364 Day Term Loan Credit Agreement (Peco Energy Co), Credit Agreement (Atlantic City Electric Co), Credit Agreement (Atlantic City Electric Co)
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 lawLaw. If any applicable law 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 7 contracts
Samples: Credit Agreement (California Water Service Group), Loan Agreement (Akumin Inc.), Credit Agreement (Akumin 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 Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable 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 7 contracts
Samples: Credit Agreement (Masco Corp /De/), Credit Agreement (Akamai Technologies Inc), Credit Agreement (Cabot Corp)
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 receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 7 contracts
Samples: 5 Year Credit Agreement (NOV Inc.), Credit Agreement (WABASH NATIONAL Corp), Credit Agreement (WABASH NATIONAL 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 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 7 contracts
Samples: Term Loan Credit Agreement (Cardinal Health Inc), Credit Agreement (Curbline Properties Corp.), Credit Agreement (SITE Centers 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 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 6 contracts
Samples: Credit Agreement (Becton Dickinson & Co), Loan and Security Agreement, Loan and Security Agreement (Aldeyra Therapeutics, 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 Agency 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 6 contracts
Samples: Credit Agreement (Viasat Inc), Credit Agreement (Viasat Inc), Credit Agreement (Viasat 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 SectionSection 2.18) 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 (Pilgrims Pride Corp), Credit Agreement (Pilgrims Pride Corp), Credit Agreement (Pilgrims Pride 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 lawLaw. If any applicable law 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 6 contracts
Samples: Revolving Credit Agreement (Darden Restaurants Inc), Term Loan Agreement (Darden Restaurants Inc), Credit Agreement (Darden Restaurants Inc)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower any Obligor 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 Obligor 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 (WK Kellogg Co), Credit Agreement (Kellogg Co), Credit Agreement (WestRock Co)
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 lawLaw. If any applicable law 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 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 5.9 [Taxes]) 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 Agreement (Ipalco Enterprises, Inc.), Term Loan Agreement (Dayton Power & Light Co), Term Loan Agreement (Ipalco Enterprises, 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 after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 5.4) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 6 contracts
Samples: Credit Agreement (Infinity Natural Resources, Inc.), Credit Agreement (California Resources Corp), Credit Agreement (California Resources 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 lawany Law. If any applicable law 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 Laws 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 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 6 contracts
Samples: Credit Agreement and Guaranty (Harrow, Inc.), Credit Agreement and Guaranty and Revenue Interest Financing Agreement (Impel Pharmaceuticals Inc), Credit Agreement (Harrow Health, 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 lawLaw. If any applicable law 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) Section 3.01(b)), 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 6 contracts
Samples: Credit Agreement (Equitrans Midstream Corp), Third Amended and Restated Credit Agreement (Equitrans Midstream Corp), 364 Day Term Loan Agreement (EQT GP Holdings, LP)
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 lawLaw. If any applicable law Law (as determined in the good faith discretion of an applicable the Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a the 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 5 contracts
Samples: Credit Agreement (Spruce Power Holding Corp), Credit Agreement (Sunrun Inc.), Credit Agreement (Spruce Power Holding 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 SectionSection 8.4) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 5 contracts
Samples: Term Loan Agreement (Kilroy Realty, L.P.), Term Loan Agreement (Kilroy Realty, L.P.), Credit Agreement (Kilroy Realty, 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 free and clear of 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 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 Agreement (Amc Entertainment Holdings, Inc.), Credit Agreement (Amc Entertainment Inc), Credit Agreement (Amc Entertainment Holdings, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower any Obligor 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 Obligor 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: Senior Secured Credit Agreement (SLR Investment Corp.), Senior Secured Credit Agreement (SLR Investment Corp.), Senior Secured Credit Agreement (Solar Capital Ltd.)
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 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: Term Loan Credit Agreement (Intercontinental Exchange, Inc.), Credit Agreement (Intercontinental Exchange, Inc.), Term Loan Credit Agreement (Intercontinental Exchange, 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 5 contracts
Samples: Credit Agreement (Nordson Corp), Credit Agreement (Nordson Corp), Revolving Credit Agreement (COURIER 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 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 Obligor 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) 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: Term Loan Agreement (NanoString Technologies Inc), Term Loan Agreement (Strongbridge Biopharma PLC), Term Loan Agreement (Biodelivery Sciences International 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 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 5 contracts
Samples: Senior Secured Super Priority Debtor in Possession Credit Agreement (Gulfport Energy Corp), Restructuring Support Agreement (Gulfport Energy Corp), Credit Agreement (Gulfport Energy Corp)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower Company 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 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 receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 5 contracts
Samples: Revolving Credit Agreement (Marvell Technology, Inc.), Credit Agreement (Mdu Resources Group Inc), Term Loan Credit Agreement (Computer Sciences 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 lawLaw. If any applicable law 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 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) 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: Revolving Credit Agreement (Toyota Motor Credit Corp), Revolving Credit Agreement (Toyota Motor Credit Corp), Revolving Credit Agreement (Toyota Motor Credit 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 lawLaw. If any applicable law Laws (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 5 contracts
Samples: Interim Credit Agreement (Sara Lee Corp), Interim Loan Agreement (Sara Lee Corp), Interim Credit Agreement (D.E Master Blenders 1753 B.V.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the a 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 such 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: Revolving Credit Agreement (NextEra Energy Partners, LP), Revolving Credit Agreement, Revolving Credit Agreement (NextEra 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 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 13.1) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 5 contracts
Samples: Restructuring Support Agreement (Washington Prime Group, L.P.), Term Loan Agreement (Washington Prime Group, L.P.), Term Loan Agreement (Washington Prime Group, L.P.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower Company 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 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 receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 5 contracts
Samples: Revolving Credit Agreement (F5, Inc.), Term Loan Credit Agreement (Trimble Inc.), Credit Agreement (Marvell Technology Group LTD)
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 lawLaw. If any applicable law 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 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 Agreement (Ugi Corp /Pa/), Credit Agreement (Ugi Utilities Inc), Credit Agreement
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 lawLaw. If any applicable law 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 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 5.9 [Taxes]) 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 (RPM International Inc/De/), Credit Agreement (RPM International Inc/De/), Revolving Credit Facility Agreement (RPM International Inc/De/)
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 2.7 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 Section 2.7 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 and, if such Section 2.7 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) 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 (Net Lease Office Properties), Mezzanine Loan Agreement (W. P. Carey Inc.), Loan Agreement (W. P. Carey Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower Company 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 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 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 4 contracts
Samples: Credit Agreement (Essential Utilities, Inc.), Credit Agreement (Essential Utilities, Inc.), Credit Agreement (Essential Utilities, 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 lawLaw. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) Law 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 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 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 4 contracts
Samples: Credit Agreement and Guaranty (Trinity Biotech PLC), Credit Agreement (Trinity Biotech PLC), Credit Agreement (Trinity Biotech PLC)
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 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 4 contracts
Samples: Uncommitted Letter of Credit and Reimbursement Agreement (Northwest Natural Gas Co), Term Loan Credit Agreement (Ingredion Inc), Term Loan Credit Agreement (Ingredion 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 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 (Chuy's Holdings, Inc.), Credit Agreement (Chuy's Holdings, Inc.), Credit Agreement (Wingstop Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower Obligor hereunder or under any other Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as ; provided that if the Company shall be required by applicable law. If any applicable law Law (as determined in the good faith discretion of an applicable Withholding Agentthe Company) requires the deduction to deduct or withholding of withhold any Tax Taxes from any such payment by a Withholding Agentpayments, then (i) the applicable Withholding Agent Company shall be entitled to make such deduction deductions or withholding and withholdings, (ii) the Company shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, Law and (iii) 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) Article III), the applicable Recipient Holder receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 4 contracts
Samples: Promissory Note (Cree, Inc.), Promissory Note (SMART Global Holdings, Inc.), Promissory Note (SMART Global 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 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 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 2.14) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 4 contracts
Samples: 364 Day Term Loan Agreement (Becton Dickinson & Co), 364 Day Term Loan Agreement (Becton Dickinson & Co), 364 Day Term Loan Agreement (Becton Dickinson & Co)
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 Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable 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 4 contracts
Samples: 364 Day Credit Agreement (Cardinal Health Inc), Five Year Credit Agreement (Cardinal Health Inc), Five Year Credit Agreement (Cardinal Health 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 3.09) 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 and Security Agreement (Varian Medical Systems Inc), Loan and Security Agreement (Varian Medical Systems Inc), Loan and Security Agreement (Varian Medical Systems 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 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 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 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) 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: Term Loan Agreement (Silk Road Medical Inc), Term Loan Agreement (Silk Road Medical Inc), Term Loan Agreement (Silk Road Medical 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 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 4 contracts
Samples: Credit Agreement (BlackRock Credit Strategies Fund), Credit Agreement (Western Asset Mortgage Opportunity Fund Inc.), Credit Agreement (FS Multi-Alternative Income Fund)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under this Agreement or any Loan Document Note 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 4 contracts
Samples: Credit Agreement (Juniper Networks Inc), Credit Agreement (Juniper Networks Inc), Credit Agreement (Juniper Networks Inc)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower any Obligor 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 Obligor 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 (Parametric Sound Corp), Credit Agreement (Parametric Sound 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 withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding withholding Agent, then the applicable Withholding 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 4 contracts
Samples: Unsecured Revolving Credit Agreement (Advanced Flower Capital Inc.), Unsecured Revolving Credit Agreement (Sunrise Realty Trust, Inc.), Unsecured Revolving Credit Agreement (Sunrise 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 Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentany 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 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 2.15) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 4 contracts
Samples: Credit Agreement (Altera Infrastructure L.P.), Credit Agreement (Altera Infrastructure L.P.), Credit Agreement (Altera Infrastructure L.P.)
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 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 4 contracts
Samples: Revolving Credit Agreement (Cna Financial Corp), Revolving Credit Agreement (Cna Financial Corp), Revolving Credit Agreement (Cna Financial 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 Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable 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 (Trimble Inc.), Credit Agreement (Trimble Inc.), Credit Agreement (Trimble 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 lawLaw. If any applicable law 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 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 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 3 contracts
Samples: Term Loan Credit Agreement (Rh), Credit Agreement (Rh), Term Loan Credit Agreement (Rh)
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 3 contracts
Samples: Credit Agreement (Olin Corp), Credit Agreement (Blue Cube Spinco Inc.), Credit Agreement (Olin Corp)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower ODEC 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 ODEC 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 (Old Dominion Electric Cooperative), Credit Agreement (Old Dominion Electric Cooperative), Credit Agreement (Old Dominion Electric Cooperative)
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 3 contracts
Samples: Loan and Security Agreement (Plug Power Inc), Loan and Security Agreement (Plug Power Inc), Loan and Security Agreement (Plug Power 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 the 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 Withholding Agent 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: Loan Agreement (CION Investment Corp), Loan and Security Agreement (CION Investment Corp), Loan and Security 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 Credit Document shall be made without deduction or withholding for any Taxes, except as required by applicable lawLaw. If any applicable law 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 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 (Public Service Co of New Mexico), Credit Agreement (Public Service Co of New Mexico), Credit Agreement (Public Service Co of New Mexico)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower any 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 and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower applicable 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 SectionSection 10.7) 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 3 contracts
Samples: Receivables Purchase Agreement (Dean Foods Co), Receivables Purchase Agreement (Dean Foods Co), Receivables Purchase Agreement (Dean Foods Co)
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 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 (Oglethorpe Power Corp), Credit Agreement (Oglethorpe Power Corp), Credit Agreement (Oglethorpe Power Corp)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower Seller under this Agreement or any Loan Transaction Document 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 AgentSeller) requires the deduction or withholding of any Tax from any such payment by a Withholding AgentSeller, then the applicable Withholding Agent Seller shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law 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 SectionArticle 14) the applicable Recipient Buyer or Transferee receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 3 contracts
Samples: Master Repurchase Agreement (Terra Property Trust, Inc.), Master Repurchase Agreement (Terra Secured Income Fund 5, LLC), Uncommitted Master Repurchase and Securities Contract Agreement (FS Credit Real Estate Income 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 Section 2.7 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 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 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: Junior Mezzanine Loan Agreement (Ashford Hospitality Prime, Inc.), Loan Agreement (Ashford Hospitality Prime, Inc.), Senior Mezzanine Loan Agreement (Ashford Hospitality Prime, Inc.)
Payments Free of Taxes. Any and all payments to any Lender 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 lawany Law. If any applicable law 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 Agentan Obligor in respect of any Obligation, 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 law 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 has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 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 3 contracts
Samples: Credit Agreement (Sonendo, Inc.), Credit Agreement (Sonendo, Inc.), Credit Agreement (Sonendo, 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 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 IV, Inc.), Construction Loan Agreement (Bluerock Residential Growth REIT, Inc.), Construction Loan Agreement (Bluerock Residential Growth REIT, 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 lawLaw. If any applicable law 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 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 3 contracts
Samples: Credit Agreement (Symetra Financial CORP), Credit Agreement (Symetra Financial CORP), Credit Agreement (Symetra Financial 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 lawLaw. If any applicable law 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 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 3 contracts
Samples: Credit Agreement (Cincinnati Financial Corp), Credit Agreement (Cincinnati Financial Corp), Credit Agreement (Cincinnati Financial 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 the 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 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 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 (Twin Disc Inc), Credit Agreement (Twin Disc Inc), Credit Agreement (Twin Disc 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(a)) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 3 contracts
Samples: 364 Day Delayed Draw Term Loan Credit Agreement (Illumina, Inc.), Credit Agreement (Illumina, Inc.), Credit Agreement (Illumina, 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 lawLaws. If any applicable law Law (as determined in the good faith discretion of an applicable Withholding AgentBorrowers) requires the deduction or withholding of any Tax from any such payment by a Withholding AgentBorrowers, then the applicable Withholding Agent Borrowers 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 making such deduction or withholding has been made withholdings (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 deductions been made.
Appears in 3 contracts
Samples: Credit Agreement (Ipass Inc), Credit Agreement (Ipass Inc), Credit Agreement (Ipass 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 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 Obligor 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 3 contracts
Samples: Term Loan Agreement (NeuroPace Inc), Term Loan Agreement (NeuroPace Inc), Term Loan Agreement (Alignment Healthcare, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the any 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 Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable 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 3 contracts
Samples: Credit Agreement (Argo Group International Holdings, Ltd.), Credit Agreement (Argo Group International Holdings, Ltd.), Credit Agreement (Argo Group International Holdings, Ltd.)
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 lawLaw. If any applicable law 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 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 3 contracts
Samples: Global Revolving Credit Agreement (Ryder System Inc), Credit Agreement (Itt Inc.), Credit Agreement (ITT 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 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 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(j)) 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 (Steele Creek Capital Corp), Credit Agreement (Steele Creek Capital Corp), Credit Agreement (Steele Creek Capital Corp)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the a 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 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 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 2 contracts
Samples: Credit Agreement (Intercontinental Exchange, Inc.), Credit Agreement (IntercontinentalExchange 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 lawLegal Requirements. If any applicable law Legal Requirement (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 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 (including such deductions and withholdings applicable to additional sums payable under this SectionSection 2.7) the applicable Recipient 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: Loan Agreement (Vinebrook Homes Trust, Inc.), Loan Agreement (Vinebrook Homes Trust, 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 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 (Bloom Energy Corp), Credit Agreement (Bloom Energy 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 Section 2.8 Taxes, except as required by applicable law. If any 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 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 2 contracts
Samples: Loan Agreement, Loan Agreement (Vici Properties Inc.)
