Payments - No Deduction Sample Clauses

Payments - No Deduction. All payments made in respect of this Agreement (in respect of principal, interest or otherwise) shall be made in full without set-off or counterclaim, and free of and without deduction or withholding for any Taxes, other than Excluded Taxes, unless required by Applicable Law. If, under any Applicable Law, such Taxes, are required to be withheld or deducted from any payment by the Borrower, then (i) the Borrower shall make such withholdings or deductions, (ii) the Borrower shall timely pay the fully amount withheld or deducted to the relevant Governmental Body in accordance with Applicable Law, and (iii) if the Tax is an Indemnified Tax, the sum payable shall be increased as may be necessary (“Additional Amounts”) so that after making all required deductions or withholdings, such Lender receives an amount equal to the sum it would have received if no deduction or withholding had been made. If a Lender becomes liable for any Indemnified Tax, which is due and payable, and imposed on any payments under this Agreement, the Borrower shall indemnify such Lender for such Indemnified Tax, and the indemnity payment shall be increased as necessary so that after the imposition of any Indemnified Tax on the indemnity payment (including Indemnified Taxes in respect of any such increase in the indemnity payment), such Lender shall receive the full amount of Indemnified Taxes for which it is liable, provided, however, if a Lender does not notify the Borrower within 180 days subsequent to the date on which such Lender first receives written notice from the applicable Governmental Body that a particular Indemnified Tax is due and payable, then the Borrower shall not be required to compensate such Lender pursuant to this Section 3.6 for any interest, additions to tax or penalties in respect of that particular Indemnified Tax that accrue 180 days prior to the date on which such Lxxxxx first notifies the Borrower that such Indemnified Tax is due and payable; provided further, that, if the Borrower reasonably believes that such Taxes were not correctly or legally asserted the Lender will use its commercially reasonable efforts to cooperate with the Borrower to obtain a refund of such Taxes (which shall be repaid to the Borrower in accordance with the following paragraph in this Section 3.6, mutatis mutandis) so long as such efforts would not, in the sole determination of the Lender acting reasonably, result in any additional out-of-pocket costs or expenses not reimbursed by the...
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Payments - No Deduction. (a) All payments made in respect of this Agreement (in respect of principal, interest or otherwise) shall, except as required by Applicable Law, be made in full without set-off or counterclaim, and free of and without deduction or withholding for any present or future Taxes, other than Excluded Taxes, provided that if the Company is required by Applicable Law to deduct or withhold any Taxes, other than Excluded Taxes, from or in respect of any payment or sum payable to any Holder, the payment or sum payable will be increased as necessary so that after making all such deductions or withholdings, such Holder receives an amount equal to the sum it would have received if no such deduction or withholding had been made and the Company shall pay the full amount deducted to the relevant Governmental Authority in accordance with Applicable Law.
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Payments - No Deduction. All payments to be made by the Borrower pursuant to this Agreement shall be made in full, without set-off or counterclaim, and free of and without deduction or withholding of any kind whatsoever except to the extent required by Applicable Law, and if any such set-off or deduction or withholding is so required and is made, the Borrower will, as a separate and independent obligation to the Administrative Agent (for and on behalf of the applicable Lenders), but subject to Section 12.2 in the case of Taxes, be obligated to pay to the Administrative Agent (for and on behalf of the applicable Lenders), all such additional amounts as may be required to fully indemnify and save harmless the Administrative Agent or the applicable Lenders from such set-off or withholding or deduction and will result in the effective receipt by the Administrative Agent (for and on behalf of the applicable Lenders), of all the amounts otherwise payable to the Administrative Agent or the applicable Lenders in accordance with the terms of this Agreement.
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Payments - No Deduction. (a) All payments made in respect of this Agreement (in respect of principal, interest or otherwise) shall be made in full without set-off or counterclaim, and free of and without deduction or withholding for any present or future Taxes, other than Excluded Taxes, provided that if the Borrower shall be required by law to deduct or withhold any Taxes, other than Excluded Taxes, from or in respect of any payment or sum payable to the Lender, the payment or sum payable shall be increased as may be necessary so that after making all required deductions or withholdings, the Lender receives an amount equal to the sum it would have received if no deduction or withholding had been made and the Borrower shall pay the full amount deducted to the relevant taxation or other authority in accordance with Applicable Law.
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Payments - No Deduction. All payments made in respect of this Debenture (including in respect of principal or otherwise) shall be made in full without set-off or counterclaim, and free of and without deduction or withholding for any present or future Taxes, except as required by Applicable Law.
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Payments - No Deduction. Subject to Section 9.2(b)(viii), all payments of principal, interest, fees and other amounts to be made pursuant to any Loan Document shall be made free and clear of and without deduction for any and all present and future Taxes, withholdings, levies, duties, any governmental charges and all liabilities with respect thereto, and without setoff, withholding, deduction or counterclaim of any kind whatsoever. If, with regard to any payment to be made by the Borrower or any Guarantors, as applicable, to the Lender pursuant to any Loan Document any deduction for any and all present and future taxes, withholdings, levies, duties, governmental charges or any liability with respect thereto is required by law ("Withholding Taxes"), the Borrower or any Guarantor, as applicable, shall pay the Withholding Taxes to the applicable Governmental Body and pay to the Lender such additional amounts as may be necessary in order that the net amount received by the Lender after such deduction shall equal each payment which would have been received by the Lender in the absence of such deduction; and the Borrower or any Guarantor, as applicable, shall obtain and deliver to the Lender receipts in respect of the payment of Withholding Taxes.
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Payments - No Deduction. E.(b)(i) All payments made by the Borrower to the Administrative Agent or any of the Banks under this Agreement shall be made in full, without set-off or counterclaim, and free of and without deduction or withholding for or on account of any present or future Canadian Taxes (other than Excluded Taxes) provided that, if the Borrower shall be required by law to deduct or withhold any Canadian Taxes (other than Excluded Taxes) from or in respect of any payment or sum payable to the Administrative Agent or the Banks, the payment or sum payable shall be increased as may be necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to additional amounts paid under this section 3.2) the Administrative Agent or the Banks receive an amount equal to the sum they would have received if no deduction or withholding to the relevant taxation or other authority in accordance with Applicable Law.
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Related to Payments - No Deduction

  • No Deductions All amounts due from the Borrower under a Finance Document shall be paid:

  • No Setoff or Deductions; Taxes; Payments Each Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein. If any such obligation (other than one arising with respect to any Excluded Tax) is imposed upon such Guarantor with respect to any amount payable by it hereunder, each Guarantor will pay to Agent or Lenders, on the date on which such amount is due and payable hereunder, such additional amount in Dollars as shall be necessary to enable the Agent and Lenders to receive the same net amount which the Agent and Lenders would have received on such due date had no such obligation been imposed upon such Guarantor. Each Guarantor will deliver promptly to the Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantors hereunder. The obligations of the Guarantors under this paragraph shall survive the Full Payment of the Guaranteed Obligations. For the avoidance of doubt, this Section 11.4 shall not apply to Taxes that are governed exclusively by Section 5.9.

  • Payments; Fees Agent may, in its discretion, receive and retain any amounts payable to a Defaulting Lender under the Loan Documents, and a Defaulting Lender shall be deemed to have assigned to Agent such amounts until all Obligations owing to Agent, non-Defaulting Lenders and other Secured Parties have been paid in full. Agent may use such amounts to cover the Defaulting Lender’s defaulted obligations, to Cash Collateralize such Lender’s Fronting Exposure, to readvance the amounts to Borrowers or to repay Obligations. A Lender shall not be entitled to receive any fees accruing hereunder while it is a Defaulting Lender and its unfunded Commitment shall be disregarded for purposes of calculating the unused line fee under Section 3.2.1. If any LC Obligations owing to a Defaulted Lender are reallocated to other Lenders, fees attributable to such LC Obligations under Section 3.2.2 shall be paid to such Lenders. Agent shall be paid all fees attributable to LC Obligations that are not reallocated.

  • No Setoff or Deductions; Taxes Each Guarantor represents and warrants that it is incorporated or formed, and resides in, the United States of America. All payments by each Guarantor hereunder shall be paid in full, without setoff or counterclaim (other than mandatory) or any deduction or withholding whatsoever, including, without limitation, for any and all present and future Taxes, except as required by applicable Law. If a Guarantor must make a payment under this Guaranty, such Guarantor represents, warrants and covenants that it will make the payment from one of its U.S. resident offices to the Administrative Agent or each other Guarantied Party. If any Guarantor makes a payment under this Guaranty on which any Indemnified Taxes or Other Taxes are at any time imposed including, but not limited to, payments made pursuant to this Section 21, each Guarantor shall pay all such Indemnified Taxes or Other Taxes to the relevant authority in accordance with applicable Law such that the Administrative Agent or any other Guarantied Party receives the sum it would have received had no such deduction or withholding for Indemnified Taxes or Other Taxes been made and shall also pay to the Administrative Agent or any other Guarantied Party, on demand, all additional amounts which the Administrative Agent or any other Guarantied Party specifies as necessary to preserve the after-tax yield the Administrative Agent or such other Guarantied Party would have received if such Indemnified Taxes or Other Taxes had not been imposed. Each Guarantor shall promptly provide the Administrative Agent or any other Guarantied Party with the original or a certified copy of a receipt issued by the relevant authority evidencing the payment of any such amount required to be deducted or withheld or other evidence of such payment reasonably satisfactory to the Administrative Agent or such other Guarantied Party.

  • Net Payments; Taxes (a) All payments made by any Credit Party hereunder will be made without setoff, counterclaim or other defense. All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding any tax imposed on or measured by the net income, net profits or any franchise tax based on net income or net profits, and any branch profits tax of a Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein or due to failure to provide documents under Section 4.04(b), all such taxes “Excluded Taxes”) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges to the extent imposed on taxes other than Excluded Taxes (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes” and “Taxation” shall be applied accordingly). The Borrower will furnish to the Facility Agent within 45 days after the date of payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender.

  • Payments Pro Rata (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, the Administrative Agent shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

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