Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.17) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 24 contracts
Samples: Credit Agreement (Indus Realty Trust, Inc.), Credit Agreement (Indus Realty Trust, Inc.), Credit Agreement (ARES INDUSTRIAL REAL ESTATE INCOME TRUST Inc.)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable withholding agentWithholding Agent) requires the deduction or withholding of any Tax from any such payment by a withholding agentWithholding Agent, then the applicable withholding agent Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.17) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 19 contracts
Samples: Revolving Credit and Term Loan Agreement (Invitation Homes Inc.), Revolving Credit and Term Loan Agreement (Invitation Homes Inc.), Loan Agreement (Cooper Companies, Inc.)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Credit Party under any Loan Credit Document shall be made without deduction or withholding for any Taxes, except as required by applicable lawLegal Requirement. If any applicable law Legal Requirement (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 Legal Requirement and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Credit Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.17Section) 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 (Nine Energy Service, Inc.), Credit Agreement (Nine Energy Service, Inc.), Credit Agreement (Nine Energy Service, Inc.)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable lawApplicable Law. If any applicable law Applicable Law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable such Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.17Section) 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 (Acreage Holdings, Inc.), Credit Agreement (Canopy Growth Corp), Credit Agreement (Acreage Holdings, Inc.)
Payments Free of Taxes. (a) Any All payments of principal and interest on the Loans and all payments by or on account of any obligation of any Loan Party under any Loan Document other amounts payable hereunder shall be made free and clear of and without deduction or withholding for any Taxes, except as required by applicable lawApplicable Law. If any applicable law Applicable Law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by a the applicable withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, Applicable Law and if any such Tax withholding or deduction is an in respect of any Indemnified TaxTaxes, then the sum payable Borrower shall pay such additional amount or amounts as is necessary to ensure that the net amount actually received by the applicable Loan Party shall be increased as necessary so that after Administrative Agent (for amounts received for its own account) and each Lender will equal the full amount the Administrative Agent and such Lender would have received had no such withholding or deduction or withholding has of Indemnified Taxes been made required (including including, without limitation, such withholdings and deductions and withholdings applicable to additional sums payable under this Section 2.17) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made5.
Appears in 7 contracts
Samples: Loan and Security Agreement (Bird Global, Inc.), Loan and Security Agreement (Bird Global, Inc.), Loan and Security Agreement (Bird Global, Inc.)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable lawApplicable Law. If any applicable law Applicable Law (as determined in the good faith discretion of an applicable withholding agentWithholding Agent) requires the deduction or withholding of any Tax from any such payment by a withholding agentWithholding Agent, then the applicable withholding agent Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable such Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.172.9(b)) 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: Loan and Security Agreement (Vertex Energy Inc.), Loan and Security Agreement (Vertex Energy Inc.), Loan and Security Agreement (Vertex Energy Inc.)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable 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 Official Body in accordance with applicable law Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.175.10 [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 (Nacco Industries Inc), Credit Agreement (New Jersey Resources Corp), Credit Agreement (New Jersey Resources Corp)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of the Borrower or any Loan Party Guarantor 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 a withholding agent shall be required under applicable law (as determined in the good faith discretion of an by the applicable withholding agent) requires the deduction or withholding of to deduct any Tax Taxes from any such payment by a withholding agentpayments, then (i) the applicable withholding agent shall be entitled to make such deduction or deductions, (ii) the applicable withholding and agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, and (iii) if such Tax is an Indemnified Tax or Other Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made making all required deductions (including such deductions and withholdings applicable to additional sums payable under this Section 2.175.03), the Administrative Agent or Lender (as the case may be) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding deductions been made.
Appears in 7 contracts
Samples: Senior Secured Credit Agreement (Phoenix Capital Group Holdings, LLC), Senior Secured Credit Agreement (Battalion Oil Corp), Senior Secured Revolving Credit Agreement (Halcon Resources Corp)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable lawApplicable Law. If any applicable law Applicable Law (as determined in the good faith discretion of an applicable withholding agentWithholding Agent) requires the deduction or withholding of any Tax from any such payment by a withholding agentWithholding Agent, then the applicable withholding agent Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that that, after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.17) 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 (MGP Ingredients Inc), Credit Agreement (Globe Life Inc.), Credit Agreement (MGP Ingredients Inc)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Credit Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable lawApplicable Law. If any applicable law Applicable Law (as determined in the good faith discretion of an applicable withholding agentWithholding Agent) requires the deduction or withholding of any Tax from any such payment by a withholding agentWithholding Agent, then the applicable withholding agent Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Credit Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.17Section) 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 (DCP Midstream, LP), Credit Agreement (DCP Midstream, LP), Term Loan Agreement (DCP Midstream Partners, LP)
Payments Free of Taxes. Except as otherwise required by law (a) Any as determined in the good faith discretion of the applicable withholding agent), any and all payments by or on account of any obligation of any Loan Party the Credit Parties hereunder or under any Loan other Credit Document shall be made free and clear of and without deduction reduction or withholding for any Indemnified or Other Taxes, except as provided that if the applicable withholding agent shall be required by applicable law. If any applicable law (as determined in the good faith discretion of an the applicable withholding agent) requires the deduction to deduct or withholding of withhold any Tax Indemnified Taxes (including any Other Taxes) from any such payment by a withholding agentpayments, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then (i) the sum payable by the applicable Loan Credit Party shall be increased as necessary so that after such deduction making all required deductions or withholding has been made withholdings (including such deductions and or withholdings applicable to additional sums payable under this Section 2.17Section) the applicable Recipient Administrative Agent, Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such deduction deductions or withholding withholdings been made, (ii) the applicable withholding agent shall make such deductions or withholdings and (iii) the applicable withholding agent shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 6 contracts
Samples: Credit Agreement (HSN, Inc.), Credit Agreement (Interval Leisure Group, Inc.), Credit Agreement (Ticketmaster)
Payments Free of Taxes. Except as otherwise required by Law (a) Any as determined in the good faith discretion of the applicable Withholding Agent), any and all payments by or on account of any obligation of any Loan Party the Credit Parties hereunder or under any Loan other Credit Document shall be made free and clear of and without deduction reduction or withholding for any Taxes, except as ; provided that if the applicable Withholding Agent shall be required by applicable law. If any applicable law Law (as determined in the good faith discretion of an the applicable withholding agentWithholding Agent) requires the deduction to deduct or withholding of withhold any Tax Taxes from any such payment by a withholding agentpayments, then (i) if the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority Tax in accordance with applicable law and, if such Tax question is an Indemnified Tax or an Other Tax, then the sum payable by the applicable Loan Credit Party shall be increased as necessary so that after such deduction all required deductions or withholding has withholdings have been made (including such deductions and or withholdings applicable to additional sums payable under this Section 2.173.01) the applicable Recipient Applicable Agent or Lender, as the case may be, receives an amount equal to the sum it would have received had no such deduction deductions or withholding withholdings been made, (ii) the applicable Withholding Agent shall make such deductions or withholdings and (iii) the applicable Withholding Agent shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable Law.
Appears in 6 contracts
Samples: Credit Agreement (Live Nation Entertainment, Inc.), Credit Agreement (Live Nation Entertainment, Inc.), Credit Agreement (Live Nation Entertainment, Inc.)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made free and clear 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 such Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.17) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 6 contracts
Samples: Credit Agreement (Etsy Inc), Credit Agreement (Align Technology Inc), Credit Agreement (Medifast Inc)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, Taxes except as required by applicable law. If any applicable law (as determined in the good faith and discretion of an applicable withholding agentWithholding Agent) requires the deduction or withholding of any Tax Taxes 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 to the extent such Tax is an Taxes are Indemnified TaxTaxes, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding for such Indemnified Taxes has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.17) Section), the applicable Recipient receives an amount equal to the sum it would have received had no such deduction deductions or withholding withholdings for Indemnified Taxes been made.
Appears in 6 contracts
Samples: Credit Agreement (Exterran Corp), Credit Agreement (Exterran Holdings Inc.), Credit Agreement (Exterran Corp)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable lawApplicable Law. If any applicable law Applicable Law (as determined in the good faith discretion of an applicable withholding agentWithholding Agent) requires the deduction or withholding of any Tax from any such payment by a withholding agentWithholding Agent, then the applicable withholding agent Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.173.1) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 6 contracts
Samples: Credit Agreement (Cemex Sab De Cv), Credit Agreement (Cemex Sab De Cv), Credit Agreement (Cemex Sab De Cv)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party the Borrower under any Loan Transaction Document shall be made without deduction or withholding for any Taxes, except as required by applicable 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 to the extent such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.17Section) 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 (Sunnova Energy International Inc.), Credit Agreement (Sunnova Energy International Inc.), Credit Agreement (Sunnova Energy International Inc.)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable lawApplicable Law. If any applicable law Applicable Law (as determined in the good faith discretion of an applicable withholding agentWithholding Agent) requires the deduction or withholding of any Tax from any such payment by a withholding agentWithholding Agent, then the applicable withholding agent Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.174.04) 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: Loan Agreement (Mimedx Group, Inc.), Loan Agreement (Mimedx Group, Inc.), Loan Agreement (Mimedx Group, Inc.)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding for Indemnified Taxes has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.172.16) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 5 contracts
Samples: Credit Agreement (Idexx Laboratories Inc /De), Credit Agreement (Idexx Laboratories Inc /De), Credit Agreement (Idexx Laboratories Inc /De)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable lawApplicable Law. If any applicable law Applicable Law (as determined in the good faith discretion of an applicable withholding agentWithholding Agent) requires the deduction or withholding of any Tax from any such payment by a withholding agentWithholding Agent, then the applicable withholding agent Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.173.5) 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: Credit Agreement (Otter Tail Corp), Credit Agreement (Century Communities, Inc.), Credit Agreement (Alliant Energy Corp)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable lawLaw. If any applicable law Law (as determined in the good faith discretion of an applicable withholding agentWithholding Administrative Agent) requires the deduction or withholding of any Tax from any such payment by a withholding agentWithholding Administrative Agent, then the applicable withholding agent Withholding Administrative Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority Official Body in accordance with applicable law Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.175.10 [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 5 contracts
Samples: Credit Agreement (New Jersey Resources Corp), Credit Agreement (New Jersey Resources Corp), Credit Agreement (New Jersey Resources Corp)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Credit Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable withholding agentWithholding Agent) requires the deduction or withholding of any Tax from any such payment by a withholding agentWithholding Agent, then the applicable withholding agent Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Credit Party shall be increased as necessary so that that, after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.17) 3.2), the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 5 contracts
Samples: Credit Agreement (TTEC Holdings, Inc.), Credit Agreement (TTEC Holdings, Inc.), Credit Agreement (TTEC Holdings, Inc.)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party 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 Laws (as determined in the good faith discretion of an applicable withholding agentWithholding Agent) requires require the deduction or withholding of any Tax from any such payment by a withholding agentWithholding Agent, then the applicable withholding agent Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law Laws and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.17Section) 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: 364 Day Credit Agreement (Athene Holding Ltd.), Credit Agreement (Athene Holding LTD), Credit Agreement (Athene Holding LTD)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party under any other 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 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 Body in accordance with applicable law Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.17Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made. For purposes of this Section, the term “applicable Law” includes FATCA.
Appears in 5 contracts
Samples: Note Purchase Agreement, Note Purchase Agreement (Green Thumb Industries Inc.), Note Purchase Agreement (Green Thumb Industries Inc.)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party the Borrower under any Loan Transaction Document shall be made without deduction or withholding for any Taxes, except as required by applicable 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 Loan Party Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.17) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 5 contracts
Samples: Credit Agreement (Sunnova Energy International Inc.), Second Amended and Restated Credit Agreement (Sunnova Energy International Inc.), Credit Agreement (Sunnova Energy International Inc.)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party hereunder or under any other Loan Document shall be made free and clear of and without deduction 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 applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.173.2) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 5 contracts
Samples: Term Loan Credit Agreement (Seaboard Corp /De/), Term Loan Credit Agreement (Seaboard Corp /De/), 364 Day Revolving Credit Agreement (Seaboard Corp /De/)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party the Borrower under any Loan Borrower Basic 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 Loan Party Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.17Section) 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: Loan Agreement (Lithia Motors Inc), Loan Agreement (Lithia Motors Inc), Loan Agreement (Lithia Motors Inc)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable 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 Official Body in accordance with applicable law Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.175.9 [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 5 contracts
Samples: Credit Agreement (Vertex, Inc.), Credit Agreement (Meridian Bioscience Inc), Credit Agreement (Vertex, Inc.)
Payments Free of Taxes. (a) Any and all All payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable lawApplicable Law. If any applicable law Applicable Law (as determined in the good faith discretion of an any applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by a any applicable 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 Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.172.20) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 5 contracts
Samples: Credit Agreement (E.W. SCRIPPS Co), Credit Agreement (E.W. SCRIPPS Co), Credit Agreement (E.W. SCRIPPS Co)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable lawLaws. If any applicable law Laws (as determined in the good faith discretion of an applicable withholding agentthe Administrative Agent) requires require the deduction or withholding of any Tax from any such payment by the Administrative Agent or a withholding agentLoan Party, then the applicable withholding agent Administrative Agent or such Loan Party shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.173.01) 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: Credit Agreement (Global Partners Lp), Credit Agreement (Global Partners Lp), Credit Agreement (Global Partners Lp)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.17) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding for Indemnified Taxes been made.
Appears in 4 contracts
Samples: Credit Agreement (EDGEWELL PERSONAL CARE Co), Credit Agreement (EDGEWELL PERSONAL CARE Co), Credit Agreement (Energizer Holdings Inc)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.17subsection) the Administrative Agent or 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: Term Loan Exchange Agreement (Cumulus Media Inc), Credit Agreement (Cumulus Media Inc), Credit Agreement (Cumulus Media Inc)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party Borrower hereunder or under any other Loan Document to which such Borrower or any other member of its Obligor Group is a party 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 agentpayment, then (i) the applicable withholding agent Borrower shall be entitled to make such deduction deductions or withholding and withholding, (ii) the applicable Borrower shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, and (iii) if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made making all required deductions (including such deductions and withholdings applicable to additional sums payable under this Section 2.17) Section), the Administrative Agent, the applicable Recipient Lender or the applicable Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deduction or withholding deductions been made.
Appears in 4 contracts
Samples: Senior Secured Revolving Credit Agreement (FS Investment Corp II), Senior Secured Revolving Credit Agreement (FS Investment Corp III), Senior Secured Revolving Credit Agreement (Corporate Capital Trust, Inc.)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable lawApplicable Law. If any applicable law Applicable Law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.17) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 4 contracts
Samples: Credit Agreement (Postal Realty Trust, Inc.), Credit Agreement (American Realty Capital Global Trust II, Inc.), Credit Agreement (American Realty Capital Trust V, Inc.)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of Holdings or any Loan Credit Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable withholding 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 Holdings or the applicable Loan Credit Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.17Section) 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 (DigitalOcean Holdings, Inc.), Credit Agreement (DigitalOcean Holdings, Inc.), Second Amended and Restated Credit Agreement (DigitalOcean Holdings, Inc.)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party the Borrower hereunder or under any other Loan Document shall be made 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 applicable Loan Party Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.173.10) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 4 contracts
Samples: Term Loan Agreement (Avalonbay Communities Inc), Revolving Loan Agreement (Avalonbay Communities Inc), Term Loan Agreement (Avalonbay Communities Inc)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of Parent or any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by Parent or the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings withholding applicable to additional sums payable under this Section 2.172.11) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 4 contracts
Samples: Credit Agreement (PLBY Group, Inc.), Credit Agreement (PLBY Group, Inc.), Credit Agreement (PLBY Group, Inc.)
Payments Free of Taxes. (a) Any and all All payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable lawRequirements of Law. If any applicable law Requirements of Law (as determined in the good faith discretion of an applicable withholding agentWithholding Agent) requires the deduction or withholding of any Tax from any such payment by a withholding agentWithholding Agent, then the applicable withholding agent Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding for Indemnified Taxes has been made (including such deductions and withholdings for Indemnified Taxes applicable to additional sums payable under this Section 2.172.14) 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: Credit Agreement (LendingTree, Inc.), Incremental Amendment (Brooks Automation Inc), Credit Agreement (Brooks Automation Inc)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party Borrowers, as applicable, under any Margin Loan Document Documentation 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 such 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 applicable Loan Party 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 2.17) the applicable Recipient 2.10), each Lender receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 4 contracts
Samples: Margin Loan Agreement (Cannae Holdings, Inc.), Margin Loan Agreement (Cannae Holdings, Inc.), Margin Loan Agreement (Cannae Holdings, Inc.)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party 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 Requirements (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 Legal Requirements and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.173.10) the applicable Recipient Secured Party receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 4 contracts
Samples: Credit Agreement (Greystone Housing Impact Investors LP), Credit Agreement (Greystone Housing Impact Investors LP), Credit Agreement (Greystone Housing Impact Investors LP)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation behalf of any Loan Party hereunder or under any other Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by applicable 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 applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.173.01(a)) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction deductions or withholding withholdings been made.
Appears in 4 contracts
Samples: Asset Based Revolving Credit Agreement (Alpha Metallurgical Resources, Inc.), Asset Based Revolving Credit Agreement (Contura Energy, Inc.), Asset Based Revolving Credit Agreement (Contura Energy, Inc.)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation behalf of any Loan Party hereunder or under any other Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an the applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.173.01(a)) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction deductions or withholding withholdings been made.
Appears in 3 contracts
Samples: Credit Agreement (Contura Energy, Inc.), Credit Agreement (Contura Energy, Inc.), Credit Agreement (Contura Energy, Inc.)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party hereunder or under any other Loan Document shall be made 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 Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.17Section) 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 (Patterson Uti Energy Inc), Term Loan Agreement (Patterson Uti Energy Inc), Credit Agreement (Patterson Uti Energy Inc)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction reduction or withholding for any Taxes, except as required by applicable law. If Applicable Law; provided that if the Borrower shall be required by Applicable Law to deduct any applicable law Taxes (as determined in the good faith discretion of an applicable withholding agentincluding any Other Taxes) requires the deduction or withholding of any Tax from any such payment by a withholding agentpayments, then (i) the applicable withholding agent Borrower shall be entitled to make such deduction or withholding and deductions, (ii) the Borrower shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, Applicable Law and (iii) if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made making all required deductions (including such deductions and withholdings applicable to additional sums payable under this Section 2.17Section) the Administrative Agent, the applicable Recipient Lender or Issuing Lender, as the case may be, receives an amount equal to the sum it would have received had no such deduction or withholding deductions been made.
Appears in 3 contracts
Samples: Term Loan Credit Agreement (SOUTH JERSEY GAS Co), Term Loan Credit Agreement (SOUTH JERSEY GAS Co), Term Loan Credit Agreement (SOUTH JERSEY GAS Co)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable withholding agentWithholding Agent) requires the deduction or withholding of any Tax from any such payment by a withholding agentWithholding Agent, then the applicable withholding agent Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings for Indemnified Tax applicable to additional sums payable under this Section 2.17Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding for Indemnified Tax been made.
Appears in 3 contracts
Samples: Credit Agreement (Insperity, Inc.), Credit Agreement (Insperity, Inc.), Credit Agreement (Insperity, Inc.)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party the Borrowers 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 agentWithholding Agent) requires the deduction or withholding of any Tax from any such payment by a withholding agentWithholding Agent, then the applicable withholding agent Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law Laws and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.17Section) 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 (Highwoods Realty LTD Partnership), Five Year Term Loan Agreement (Highwoods Realty LTD Partnership), Seven Year Term Loan Agreement (Highwoods Realty LTD Partnership)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable withholding agentWithholding Agent) requires the deduction or withholding of any Tax from any such payment by a withholding agentWithholding Agent, then the applicable withholding agent Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings of Indemnified Taxes applicable to additional sums payable under this Section 2.172.20) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 3 contracts
Samples: Credit Agreement (Cactus, Inc.), Credit Agreement (Cactus, Inc.), Credit Agreement (Cactus, Inc.)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Borrower Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable withholding agentWithholding Agent) requires the deduction or withholding of any Tax from any such payment by a withholding agentWithholding Agent, then the applicable withholding agent Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Borrower Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.17Section) 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: Second Amendment to Fourth Amended and Restated Credit Agreement (Oxford Industries Inc), Credit Agreement (Oxford Industries Inc), Credit Agreement (Oxford Industries Inc)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Borrower Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Borrower Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.172.16) 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 (Jones Lang LaSalle Income Property Trust, Inc.), Credit Agreement (Jones Lang LaSalle Income Property Trust, Inc.), Credit Agreement (Jones Lang LaSalle Income Property Trust, Inc.)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable withholding agentWithholding Agent) requires the deduction or withholding of any Tax from any such payment by a withholding agentWithholding Agent, then the applicable withholding agent Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that that, after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.17) 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: Credit Agreement (Primeenergy Resources Corp), Credit Agreement (Us Energy Corp), Credit Agreement (Primeenergy Corp)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.17Section) the Administrative Agent or 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: Abl Credit Agreement (Cumulus Media Inc), Abl Credit Agreement (Cumulus Media Inc), Abl Credit Agreement (Cumulus Media Inc)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding for Indemnified Taxes has been made (including such deductions and withholdings applicable to additional sums payable under this Section 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 (Chefs' Warehouse, Inc.), Credit Agreement (Chefs' Warehouse, Inc.), Credit Agreement (Chefs' Warehouse, Inc.)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation behalf of any Loan Party hereunder or under any other Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an the applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.173.01(a)) the applicable Recipient Administrative Agent or Lender, as the case may be, receives an amount equal to the sum it would have received had no such deduction deductions or withholding withholdings been made.
Appears in 3 contracts
Samples: Credit Agreement (Peabody Energy Corp), Credit Agreement (Peabody Energy Corp), Credit Agreement (Peabody Energy Corp)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party the Borrower under any Loan Financing Document shall be made without deduction or withholding for any Taxes, except as required by applicable lawGovernment Rules. If any applicable law Government Rule (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 Government Authority in accordance with applicable law Government Rules and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.174.2) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 3 contracts
Samples: Credit Agreement (NextDecade Corp.), Credit Agreement (NextDecade Corp.), Credit Agreement (NextDecade Corp.)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.172.16) 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 (Marketaxess Holdings Inc), Credit Agreement (Mallinckrodt PLC), Credit Agreement (Marketaxess Holdings Inc)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable 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 Official Body in accordance with applicable law Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.174.9 [US 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 3 contracts
Samples: Revolving Credit Facility (MSA Safety Inc), Revolving Credit Facility (MSA Safety Inc), Revolving Credit Facility (MSA Safety Inc)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Credit Party under any Loan Credit Document shall be made free and clear of and without deduction reduction 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 agentpayment, then the applicable withholding agent Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Credit Party shall be increased as necessary so that after such deduction or withholding has been made making all required deductions (including such deductions and withholdings applicable to additional sums payable under this Section 2.17Section) the applicable Recipient Administrative Agent, Lender (or each of its beneficial owners) or other recipient, as the case may be, receives an amount equal to the sum it would have received had no such deduction or withholding deductions been made.
Appears in 3 contracts
Samples: Credit Agreement (Enova International, Inc.), Credit Agreement (Enova International, Inc.), Credit Agreement (Enova International, Inc.)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction reduction or withholding for any 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 agentpayment, then the applicable withholding agent Borrower, Administrative Agent, or any Guarantor, as applicable, shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with the applicable law Law and, if such Tax is an Indemnified Tax, then (i) the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made making all required deductions (including such deductions and withholdings of Indemnified Taxes applicable to additional sums payable under this Section 2.17Section) the applicable Recipient Administrative Agent or Lender(s), as the case may be, receives an amount equal to the sum it would have received had no such deduction or withholding deductions been made.
Appears in 3 contracts
Samples: 364 Day Revolving Credit Agreement (Sunoco Logistics Partners L.P.), 364 Day Revolving Credit Agreement (Sunoco Logistics Partners L.P.), 364 Day Revolving Credit Agreement (Sunoco Logistics Partners L.P.)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party under this Agreement or any other Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable 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 Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.172.15) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 3 contracts
Samples: Credit Agreement (Sally Beauty Holdings, Inc.), Credit Agreement (Sally Beauty Holdings, Inc.), Credit Agreement (Sally Beauty Holdings, Inc.)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable lawApplicable Law. If any applicable law Applicable Law (as determined in the good faith discretion of an applicable withholding agentWithholding Agent) requires the deduction or withholding of any Tax from any such payment by a withholding agentWithholding Agent, then the applicable withholding agent Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that that, after such deduction or withholding of Indemnified Taxes has been made (including such deductions and withholdings of Indemnified Taxes applicable to additional sums payable under this Section 2.17) 2.15(b)), 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 (Par Pacific Holdings, Inc.), Term Loan Credit Agreement (Delek US Holdings, Inc.), Term Loan Credit Agreement (Delek US Holdings, Inc.)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding for Indemnified Taxes has been made (including such deductions and withholdings applicable to additional sums payable under this Section 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 (Chefs' Warehouse, Inc.), Credit Agreement (Chefs' Warehouse, Inc.), Credit Agreement (Chefs' Warehouse, Inc.)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable withholding agentWithholding Agent) requires the deduction or withholding of any Tax from any such payment by a withholding agentWithholding Agent, then the applicable withholding agent Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding for Indemnified Taxes has been made (including such deductions and withholdings for Indemnified Taxes applicable to additional sums payable under this Section 2.172 or Section 4 of this Addendum 1) 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 2 contracts
Samples: Loan and Security Agreement (Spire Global, Inc.), Loan and Security Agreement (NavSight Holdings, Inc.)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party the Credit Parties hereunder or under any Loan other Credit Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of Applicable Law; provided that if an applicable withholding agent) requires the deduction Withholding Agent shall be required by Applicable Law to deduct or withholding of withhold any Tax Taxes from any such payment by a withholding agentpayment, then the applicable withholding agent such Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law Applicable Law and, if such Tax is an Indemnified Tax (including any Other Tax), then the sum payable by the applicable Loan Party Credit Parties shall be increased as necessary so that after such deduction making all required deductions or withholding has been made withholdings (including such deductions and or withholdings applicable to additional sums payable under this Section 2.172.4) the applicable Recipient Lending Party receives an amount equal to the sum it would have received had no such deduction deductions or withholding withholdings been made.
Appears in 2 contracts
Samples: Senior Secured Credit Facility (TransMontaigne Partners L.P.), Senior Secured Credit Facility (TLP Equity Holdings, LLC)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party the Borrower under any Loan TCF Financing Document shall be made without deduction or withholding for any Taxes, except as required by applicable lawGovernment Rules. If any applicable law Government Rule (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 Government Authority in accordance with applicable law Government Rules and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.175.6) 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: TCF Credit Agreement (NextDecade Corp.), Credit Agreement (NextDecade Corp.)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable lawLaw. If any applicable law 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 such applicable withholding agent, then the such applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority Official Body in accordance with applicable law Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.175.9 [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 2 contracts
Samples: Credit Agreement (Handy & Harman Ltd.), Credit Agreement (Handy & Harman Ltd.)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document Obligation (other than the Warrant Obligations) 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 applicable Loan Party 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 Section 2.175.03) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 2 contracts
Samples: Credit Agreement (ArcherDX, Inc.), Credit Agreement (ArcherDX, Inc.)
Payments Free of Taxes. (a) Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable lawLaws. If any Loan Party or the Administrative Agent shall be required by any applicable law Laws (as determined in the good faith discretion of an applicable withholding agentby the Administrative Agent or Loan Party) requires the deduction to withhold or withholding of deduct any Tax Taxes from any such payment by a withholding agentpayment, then (A) such Loan Party or the applicable withholding agent Administrative Agent, as required by such Laws, shall be entitled to withhold or make such deduction deductions as are determined by it to be required, (B) such Loan Party or withholding and the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted or withheld to the relevant Governmental Authority in accordance with applicable law andsuch Laws, if such Tax and (C) to the extent that the withholding or deduction is an made on account of Indemnified TaxTaxes, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction any required withholding or withholding has been made the making of all required deductions (including such deductions and withholdings applicable to additional sums payable under this Section 2.172.16) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction or withholding been made.
Appears in 2 contracts
Samples: Bridge Credit Agreement (Mylan N.V.), Bridge Credit Agreement (Mylan N.V.)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding for Indemnified Taxes has been made (including such deductions and withholdings for Indemnified Taxes applicable to additional sums payable under this Section 2.172.14) 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 2 contracts
Samples: Credit Agreement (Kla Tencor Corp), Incremental Facility, Extension and Amendment Agreement (Kla Tencor Corp)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of each Borrower under this Agreement or any Loan Party under 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 agentWithholding Agent) requires the deduction or withholding of any Tax from any such payment by a withholding agentWithholding Agent, then the applicable withholding agent Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.17Section) 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 (Mirae Asset Discovery Funds), Credit Agreement (Mirae Asset Discovery Funds)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party under this Agreement or any other Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable withholding agentWithholding Agent) requires the deduction or withholding of any Tax from any such payment by a withholding agentWithholding Agent, then the applicable withholding agent Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.172.20) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 2 contracts
Samples: Amendment and Restatement Agreement (Compass Minerals International Inc), Credit Agreement (Compass Minerals International Inc)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party 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 agentpayment, then the applicable person required by law to make such deduction or withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.17) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 2 contracts
Samples: Credit Agreement (Cabot Corp), Credit Agreement (Cabot Corp)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable 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 Official Body in accordance with applicable law Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party under any Loan Document shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.175.9 [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 2 contracts
Samples: Credit Agreement (Bob Evans Farms Inc), Credit Agreement (Bob Evans Farms Inc)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party the Borrower or Guarantor 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 Loan Party Borrower or Guarantor shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.17Section) 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 (Santa Maria Energy Corp), Credit Agreement (Santa Maria Energy Corp)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.17) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 2 contracts
Samples: Credit Agreement (Macquarie Infrastructure Corp), Credit Agreement (Macquarie Infrastructure Co LLC)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable 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 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 Official Body in accordance with applicable law Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.175.9 [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 2 contracts
Samples: Credit Agreement (Crocs, Inc.), Credit Agreement (Crocs, Inc.)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party Borrower under any Margin Loan Document Documentation 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 Loan Party Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.172.08) the applicable Recipient each Lender or Agent receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 2 contracts
Samples: Margin Loan Agreement (Valor Buyer LP), Margin Loan Agreement (Valor Parent LP)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable withholding agentWithholding Agent) requires the deduction or withholding of any Tax from any such payment by a withholding agentWithholding Agent, then the applicable withholding agent Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings of Indemnified Taxes applicable to additional sums payable under this Section 2.172.14) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 2 contracts
Samples: Revolving Credit Agreement (BKV Corp), Credit Agreement (BKV Corp)
Payments Free of Taxes. (a) Any and all payments by the Borrowers hereunder or on account of any obligation of any Loan Party under any Loan Document the Notes (if any) shall be made made, in accordance with Section 2.12, free and clear of and without deduction or withholding for any Taxes, except as required by applicable law. If a Borrower shall be required by law to deduct any applicable law (as determined Taxes from or in the good faith discretion of an applicable withholding agent) requires the deduction or withholding respect of any Tax from sum payable hereunder or under any such payment by a withholding agentNote (if any) to any Recipient, then such Borrower or the applicable withholding agent Administrative Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority governmental authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party such Borrower shall be increased as may be necessary so that after such deduction or withholding has been made making all required deductions (including such deductions and withholdings applicable to additional sums payable under this Section 2.172.13) the applicable such Recipient receives an amount equal to the sum it would have received had no such deduction or withholding deductions been made.
Appears in 2 contracts
Samples: Commitment Agreement and Fifth Amendment to Fourth Amended and Restated Credit Agreement (Ensco PLC), Credit Agreement (Ensco PLC)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party 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 Laws (as determined in the good faith discretion of an applicable withholding agentWithholding Agent) requires the deduction or withholding of any Tax from any such payment by a withholding agentWithholding Agent, then the applicable withholding agent Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law Laws and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.17Section) 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 (Athene Holding LTD), Credit Agreement (Athene Holding LTD)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party the Borrower hereunder or under any other Loan Document shall be made without deduction or withholding for any Taxes, 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 required 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 withhold 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 (i) the sum payable by the applicable Loan Party Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.17Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding deductions been made.
Appears in 2 contracts
Samples: Senior Secured Revolving Credit Agreement (Oaktree Finance, LLC), Senior Secured Revolving Credit Agreement (Oaktree Capital Group, LLC)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. 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 such Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.172 or Section 4 of this Addendum 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 2 contracts
Samples: Loan and Security Agreement (Eloxx Pharmaceuticals, Inc.), Loan and Security Agreement (BiomX Inc.)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party the Borrower under any Loan Transaction Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.17Section) the applicable Recipient Affected Party receives an amount equal to the sum it would have received had no such deduction or withholding been made. For purposes of this Section, the term “applicable law” includes FATCA.
Appears in 2 contracts
Samples: Warehouse Credit Agreement (GreenSky, Inc.), Warehouse Credit Agreement (GreenSky, Inc.)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Credit Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable withholding agentWithholding Agent) requires the deduction or withholding of any Tax from any such payment by a withholding agentWithholding Agent, then the applicable withholding agent Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Credit Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings for Indemnified Taxes applicable to additional sums payable under this Section 2.175.11) 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 2 contracts
Samples: Credit Agreement (CST Brands, Inc.), Credit Agreement (CST Brands, Inc.)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that that, after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.17) 5.03), the applicable Recipient receives an amount amounts received with respect to this agreement equal to the sum it which would have been received had no such deduction or withholding been made.
Appears in 2 contracts
Samples: Credit Agreement (Emerald Oil, Inc.), Credit Agreement (Emerald Oil, Inc.)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. 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 shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.17) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 2 contracts
Samples: Revolving Credit and Term Loan Agreement (Invitation Homes Inc.), Revolving Credit and Term Loan Agreement (Brixmor Property Group Inc.)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party the Borrower hereunder or under any other Loan Document shall be made 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 applicable Loan Party Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.172.16) 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 (New Enterprise Stone & Lime Co., Inc.), Credit Agreement (New Enterprise Stone & Lime Co., Inc.)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party the Borrower under any Loan P1 Financing Document shall be made without deduction or withholding for any Taxes, except as required by applicable lawGovernment Rules. If any applicable law Government Rule (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 Government Authority in accordance with applicable law Government Rules and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.175.6) 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: Cd Credit Agreement (NextDecade Corp.), Credit Agreement (NextDecade Corp.)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of the Borrower or any Loan Party Guarantor 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 a withholding agent shall be required under applicable law (as determined in the good faith discretion of an by the applicable withholding agent) requires the deduction or withholding of to deduct any Tax Taxes from any such payment by a withholding agentpayments, then (i) the applicable withholding agent shall be entitled to make such deduction or deductions, (ii) the applicable withholding and agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, and (iii) if such Tax is an Indemnified Tax or Other Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made making all required deductions (including such deductions and withholdings applicable to additional sums payable under this Section 2.175.03), the Administrative Agent or Lender (as the case may be) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding deductions been made.
Appears in 2 contracts
Samples: Senior Secured Credit Agreement (Battalion Oil Corp), Senior Secured Credit Agreement (Battalion Oil Corp)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of the Borrowers and any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable withholding agentWithholding Agent) requires the deduction or withholding of any Tax from any such payment by a withholding agentWithholding Agent, then the applicable withholding agent Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.172.19) 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: Second Lien Credit Agreement (Amedisys Inc), Credit Agreement (Amedisys Inc)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Credit Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable withholding agentWithholding Agent) requires the deduction or withholding of any Tax from any such payment by a withholding agentWithholding Agent, then the applicable withholding agent Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Credit Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.173.03(b)) 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 (Circor International Inc), Credit Agreement (Circor International Inc)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding for Indemnified Taxes has been made (including such deductions and withholdings for Indemnified Taxes applicable to additional sums payable under this Section 2.17) 2.15), the applicable Recipient Lender receives an amount equal to the sum it would have received had no such deduction or withholding been mademade for Indemnified Taxes.
Appears in 2 contracts
Samples: Credit Agreement (Harmonic Inc), Credit Agreement (Harmonic Inc)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable lawLaws. If any applicable law Laws (as determined in the good faith discretion of an applicable withholding agentWithholding Agent) requires require the deduction or withholding of any Tax from any such payment by a withholding agentWithholding Agent, then the applicable withholding agent Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law Laws and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.17Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 2 contracts
Samples: Loan and Security Agreement (TechTarget Inc), Loan and Security Agreement (TechTarget Inc)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Credit Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable lawApplicable Law. If any applicable law (as determined in the good faith discretion of an applicable withholding agent) Applicable Law requires the deduction or withholding of any Tax from any such payment by a (as determined in the good faith discretion of any Credit Party or an applicable withholding agent), then the applicable Credit Party or other applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law Applicable Law and, if such Tax is an Indemnified Tax or an Other Tax, then the sum payable by the applicable Loan Credit Party shall be increased as necessary so that after such deduction or withholding has been made (including any such deductions and or withholdings applicable to additional sums payable under this Section 2.173.11) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 2 contracts
Samples: Credit Agreement (Kronos Worldwide Inc), Credit Agreement (Kronos Worldwide Inc)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable withholding agentWithholding Agent) requires the deduction or withholding of any Tax from any such payment by a withholding agentWithholding Agent, then the applicable withholding agent Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.17Section) the applicable Recipient Lender or Agent, as applicable, receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 2 contracts
Samples: Loan and Security Agreement (Nabriva Therapeutics PLC), Loan and Security Agreement (Mesoblast LTD)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable 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 applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.175.09 [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 1 contract
Samples: Revolving Credit Facility (Meridian Bioscience Inc)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable withholding agentWithholding Agent) requires the deduction or withholding of any Tax from any such payment by a withholding agentWithholding Agent, then the applicable withholding agent Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding of Indemnified Taxes has been made (including such deductions and withholdings applicable to additional sums payable under this Section 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 1 contract
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party the Borrower under any Loan Borrower Basic 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 Loan Party Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.17Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.. DB1/ 139452285.4 58 154304283v7 (c)
Appears in 1 contract
Samples: Loan Agreement (Lithia Motors Inc)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party athe 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 Loan Party Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.172.16) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 1 contract
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable 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 Official Body in accordance with applicable law Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.175.6 [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 1 contract
Samples: Senior Secured Revolving Credit Facility (Shotspotter, Inc)
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable lawApplicable Law. If any applicable law Applicable Law (as determined in the good faith discretion of an applicable withholding agentWithholding Agent) requires the deduction or withholding of any Tax from any such payment by a withholding agentWithholding Agent, then the applicable withholding agent Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.17Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 1 contract
Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party the Borrower under any Loan Transaction Document shall be made without deduction or withholding for any Taxes, except as required by applicable 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 to the extent such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.17Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made. [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed.
Appears in 1 contract
Samples: Credit Agreement (Sunnova Energy International Inc.)
