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 Borrower or be otherwise disadvantageous to the Lender. A certificate as to the amount of such payment or liability delivered to the Borrower by such Lender shall be conclusive absent manifest error. If a Lender determines, in its sole discretion, exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified by the payor or with respect to which the payor has paid Additional Amounts pursuant to this Section 3.6, it shall pay to the payor an amount equal to such refund (but only to the extent of indemnity payments made, or Additional Amounts paid, by the payor under this Section 3.6 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses of such Lender, as the case may be, and without interest (other than any net after-Tax interest paid by the relevant Governmental Body with respect to such refund). The payor, upon the request of a Lender, agrees to repay the amount paid over to the payor (plus any penalties, interest or other charges imposed by the relevant Governmental Body) to such Lender if such Lender is required to repay such refund to such Governmental Body. This paragraph shall not be construed to require a Lender to make available its Tax Returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person, to arrange its affairs in any particular manner or to claim any available refund.
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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 provided that if the payor shall be required by Applicable Law. If, under law to deduct or withhold any Applicable Law, such Taxes, are required to be withheld other than Excluded Taxes, from or deducted from in respect of 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 sum payable to the relevant Governmental Body in accordance with Applicable Law, and (iii) if the Tax is an Indemnified Taxa Lender, the payment or 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 mademade and the payor shall pay the full amount deducted to the relevant taxation or other authority in accordance with Applicable Law. If a Lender becomes liable for any Indemnified Tax, which is due and payableother than Excluded Taxes, and imposed on any payments under this Agreement, Agreement the Borrower payor 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 Tax 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 whether or 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 imposed or 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 Borrower or be otherwise disadvantageous to the Lenderrelevant Governmental Entity. A certificate as to the amount of such payment or liability delivered to the Borrower by such Lender shall be conclusive absent manifest error. If a Lender determines, in its sole discretion, exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified by the payor or with respect to which the payor has paid Additional Amounts pursuant to this Section 3.62.9 or that, because of the payment of such Taxes, it has benefited from a reduction in Excluded Taxes otherwise payable by it, it shall pay to the payor an amount equal to such refund or reduction (but only to the extent of indemnity payments made, or Additional Amounts additional amounts paid, by the payor under this Section 3.6 2.9 with respect to the Taxes giving rise to such refundrefund or reduction), net of all out-of-pocket expenses of such Lender, as the case may be, and without interest (other than any net after-Tax interest paid by the relevant Governmental Body Entity with respect to such refund). The payor, upon the request of a Lender, agrees to repay the amount paid over to the payor (plus any penalties, interest or other charges imposed by the relevant Governmental BodyEntity) to such Lender if such Lender is required to repay such refund or reduction to such Governmental BodyEntity. If the Borrower determines in good faith that a reasonable basis exists for contesting any Taxes for which a payment has been made hereunder, such Lender shall use its commercially reasonable efforts to co-operate with the Borrower in challenging such Taxes at the Borrower’s cost and expense if so requested by the Borrower; provided that such Lender does not reasonably determine that such challenge could be prejudicial to it. This paragraph shall not be construed to require a Lender to make available its Tax Returns tax returns (or any other information relating to its Taxes taxes that it deems confidential) to the Borrower or any other Personperson, to arrange its affairs in any particular manner or to claim any available refundrefund or reduction.
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Samples: Credit Agreement
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 provided that if the payor shall be required by Applicable Law. If, under law to deduct or withhold any Applicable Law, such Taxes, are required to be withheld other than Excluded Taxes, from or deducted from in respect of 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 sum payable to the relevant Governmental Body in accordance with Applicable Law, and (iii) if the Tax is an Indemnified Taxa Lender, the payment or 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 mademade and the payor shall pay the full amount deducted to the relevant taxation or other authority in accordance with Applicable Law. If a Lender becomes liable for any Indemnified Tax, Tax which is due and payable, and other than Excluded Taxes, imposed on any payments under this Agreement, Agreement the Borrower payor 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 Tax 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 whether or 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 imposed or 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 Borrower or be otherwise disadvantageous to the Lenderrelevant Governmental Body. A certificate as to the amount of such payment or liability delivered to the Borrower by such Lender shall be conclusive absent manifest error. If a Lender determines, in its sole discretion, exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified by the payor or with respect to which the payor has paid Additional Amounts pursuant to this Section 3.63.6 or that, because of the payment of such Taxes, it has benefited from a reduction in Excluded Taxes otherwise payable by it, it shall pay to the payor an amount equal to such refund or reduction (but only to the extent of indemnity payments made, or Additional Amounts paid, by the payor under this Section 3.6 with respect to the Taxes giving rise to such refundrefund or reduction), net of all out-of-pocket expenses of such Lender, as the case may be, and without interest (other than any net after-Tax interest paid by the relevant Governmental Body with respect to such refund). The payor, upon the request of a Lender, agrees to repay the amount paid over to the payor (plus any penalties, interest or other charges imposed by the relevant Governmental Body) to such Lender if such Lender is required to repay such refund or reduction to such Governmental Body. If the Borrower determines in good faith that a reasonable basis exists for contesting any Taxes for which a payment has been made hereunder, the applicable Lender shall use its commercially reasonable efforts to co-operate with the Borrower in challenging such Taxes at the Borrower’s cost and expense if so requested by the Borrower; provided that such Lender does not reasonably determine that such challenge could be prejudicial to it. This paragraph shall not be construed to require a Lender to make available its Tax Returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person, to arrange its affairs in any particular manner or to claim any available refundrefund or reduction. For greater certainty, a Xxxxxx who takes an assignment of the Loans and/or Commitments hereunder is entitled to receive Additional Amounts from the Borrower pursuant to this Section 3.6, unless the Borrower was not required to pay such Additional Amounts to the assigning Lender as of the date of the assignment.
Appears in 1 contract
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 provided that if the payor shall be required by Applicable Law. If, under law to deduct or withhold any Applicable Law, such Taxes, are required to be withheld other than Excluded Taxes, from or deducted from in respect of 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 sum payable to the relevant Governmental Body in accordance with Applicable Law, and (iii) if the Tax is an Indemnified Taxa Lender, the payment or 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 mademade and the payor shall pay the full amount deducted to the relevant taxation or other authority in accordance with Applicable Law. If a Lender becomes liable for any Indemnified Tax, which is due and payableother than Excluded Taxes, and imposed on any payments under this Agreement, Agreement the Borrower payor 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 Tax 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 liable and are 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, thatand, if requested by the Borrower reasonably believes that Borrower, such Taxes were not correctly or legally asserted the Lender will use its commercially reasonable efforts to cooperate with dispute the Borrower to obtain a refund imposition or assertion 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 Borrower or be otherwise disadvantageous to relevant Governmental Body, all at the LenderBorrower’s expense. A certificate as to the amount of such payment or liability delivered to the Borrower by such Lender shall be conclusive absent manifest error. If a Lender determines, in its sole discretion, exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified by the payor or with respect to which the payor has paid Additional Amounts pursuant to this Section 3.63.5 or that, because of the payment of such Taxes, it has benefited from a reduction in Excluded Taxes otherwise payable by it, it shall pay to the payor an amount equal to such refund or reduction (but only to the extent of indemnity payments made, or Additional Amounts paid, by the payor under this Section 3.6 3.5 with respect to the Taxes giving rise to such refundrefund or reduction), net of all out-of-pocket expenses of such Lender, as the case may be, and without interest (other than any net after-Tax interest paid by the relevant Governmental Body with respect to such refund). The payor, upon the request of a Lender, agrees to repay the amount paid over to the payor (plus any penalties, interest or other charges imposed by the relevant Governmental Body) to such Lender if such Lender is required to repay such refund or reduction to such Governmental Body. If the Borrower determines in good faith that a reasonable basis exists for contesting any Taxes for which a payment has been made hereunder, the applicable Lender shall use its commercially reasonable efforts to cooperate with the Borrower in challenging such Taxes at the Borrower’s cost and expense if so requested by the Borrower; provided that such Lender does not reasonably determine that such challenge could be prejudicial to it. This paragraph shall not be construed to require a Lender to make available its Tax Returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person, to arrange its affairs in any particular manner or to claim any available refundrefund or reduction. Any Foreign Lender that is entitled (without material cost or material administrative burden to such Lender) to an exemption from or reduction of withholding Tax with respect to payments hereunder or under any other Loan Document shall, at the request of the Borrower, deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by Applicable Law or reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by Applicable Law as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to withholding or information reporting requirements. Notwithstanding anything herein to the contrary, the Borrower shall not be required pursuant to this Section 3.5 to pay and Additional Amounts to, or to indemnify, any Lender that is an assignee of all or any interest in this Agreement except to the extent that the assignor to such Lender would have been entitled to receive Additional Amounts or indemnity payments from the Borrower pursuant to this Section 3.5 (and provided that nothing in this paragraph shall be construed as relieving the Borrower from any obligation to make such payments or indemnification to any assignor).
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