Common use of Payments - No Deduction Clause in Contracts

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. (b) If any Holder becomes liable for any such Tax in the jurisdiction in which the Company is located solely as a result of a payment being made without such Tax in that jurisdiction having been deducted or withheld, the Company shall indemnify such Holder for such Tax and any interest and penalties thereon, and the indemnity payment will be increased as necessary so that after the imposition of such Tax in that jurisdiction on the indemnity payment (including such Tax in respect of any such increase in the indemnity payment), such Holder receives the full amount of such Taxes for which it is liable in that jurisdiction. (c) Notwithstanding the foregoing, the Company shall not be required to pay additional amounts in respect of: (i) Excluded Taxes; or (ii) amounts paid or credited to a "non-resident" for the purposes of the Income Tax Act (Canada).

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, 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 Company is payor shall be required by Applicable Law law to deduct or withhold any Taxes, other than Excluded Taxes, from or in respect of any payment or sum payable to any Holdera Lender, the payment or sum payable will shall be increased as may be necessary (“Additional Amounts”) so that after making all such required deductions or withholdings, such Holder Lender receives an amount equal to the sum it would have received if no such deduction or withholding had been made and the Company payor shall pay the full amount deducted to the relevant Governmental Authority taxation or other authority in accordance with Applicable Law. (b) . If any Holder a Lender becomes liable for any such Tax in which is due and payable, other than Excluded Taxes, imposed on any payments under this Agreement the jurisdiction in which the Company is located solely as a result of a payment being made without such Tax in that jurisdiction having been deducted or withheld, the Company payor shall indemnify such Holder Lender for such Tax and any interest and penalties thereonTax, and the indemnity payment will shall be increased as necessary so that after the imposition of such any Tax in that jurisdiction on the indemnity payment (including such Tax in respect of any such increase in the indemnity payment), such Holder receives Lender shall receive the full amount of such Taxes for which it is liable liable, whether or not such Taxes were correctly or legally imposed or asserted by the relevant 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, that jurisdiction. 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 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 (cbut 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 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) Notwithstanding to such Lender if such Lender is required to repay such refund or reduction to such Governmental Body. If the foregoingBorrower determines in good faith that a reasonable basis exists for contesting any Taxes for which a payment has been made hereunder, the Company 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 refund 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 additional amounts in respect of: (i) Excluded Taxes; or (ii) amounts paid or credited such Additional Amounts to a "non-resident" for the purposes assigning Lender as of the Income Tax Act (Canada)date of the assignment.

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, 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 Company is unless required by Applicable Law to deduct or withhold Law. If, under any Applicable Law, such Taxes, other than Excluded Taxes, are required to be withheld or deducted from or 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 to the relevant Governmental Body in accordance with Applicable Law, and (iii) if the Tax is an Indemnified Tax, the sum payable to any Holder, the payment or sum payable will shall be increased as may be necessary (“Additional Amounts”) so that after making all such required deductions or withholdings, such Holder Lender 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. (b) made. If any Holder a Lender becomes liable for any such Tax in the jurisdiction in Indemnified Tax, which the Company is located solely as a result of a payment being made without such Tax in that jurisdiction having been deducted or withhelddue and payable, and imposed on any payments under this Agreement, the Company Borrower shall indemnify such Holder Lender for such Tax and any interest and penalties thereonIndemnified Tax, and the indemnity payment will shall be increased as necessary so that after the imposition of such any Indemnified Tax in that jurisdiction on the indemnity payment (including such Tax Indemnified Taxes in respect of any such increase in the indemnity payment), such Holder receives Lender shall receive the full amount of such Indemnified Taxes for which it is liable in 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 jurisdiction. (c) Notwithstanding a particular Indemnified Tax is due and payable, then the foregoing, the Company Borrower shall not be required to pay additional amounts compensate such Lender pursuant to this Section 3.6 for any interest, additions to tax or penalties in respect of: 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 (iwhich shall be repaid to the Borrower in accordance with the following paragraph in this Section 3.6, mutatis mutandis) Excluded Taxes; or (ii) amounts paid or credited to a "non-resident" for so long as such efforts would not, in the purposes sole determination of the Income 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 Act 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 (Canada)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.

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, 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 Company is payor shall be required by Applicable Law law to deduct or withhold any Taxes, other than Excluded Taxes, from or in respect of any payment or sum payable to any Holdera Lender, the payment or sum payable will shall be increased as may be necessary (“Additional Amounts”) so that after making all such required deductions or withholdings, such Holder Lender receives an amount equal to the sum it would have received if no such deduction or withholding had been made and the Company payor shall pay the full amount deducted to the relevant Governmental Authority taxation or other authority in accordance with Applicable Law. (b) . If any Holder a Lender becomes liable for any such Tax in Tax, other than Excluded Taxes, imposed on any payments under this Agreement the jurisdiction in which the Company is located solely as a result of a payment being made without such Tax in that jurisdiction having been deducted or withheld, the Company payor shall indemnify such Holder Lender for such Tax and any interest and penalties thereonTax, and the indemnity payment will shall be increased as necessary so that after the imposition of such any Tax in that jurisdiction on the indemnity payment (including such Tax in respect of any such increase in the indemnity payment), such Holder receives Lender shall receive the full amount of such Taxes for which it is liable and are due and payable, and, if requested by the Borrower, such Lender will use reasonable efforts to dispute the imposition or assertion of such Taxes by the relevant Governmental Body, all at the Borrower’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, that jurisdiction. 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 3.5 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 (cbut only to the extent of indemnity payments made, or Additional Amounts paid, by the payor under this Section 3.5 with respect to the Taxes giving rise to such refund 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) Notwithstanding to such Lender if such Lender is required to repay such refund or reduction to such Governmental Body. If the foregoingBorrower determines in good faith that a reasonable basis exists for contesting any Taxes for which a payment has been made hereunder, the Company 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 refund 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 additional amounts and Additional Amounts to, or to indemnify, any Lender that is an assignee of all or any interest in respect of: 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 (i) Excluded Taxes; and provided that nothing in this paragraph shall be construed as relieving the Borrower from any obligation to make such payments or (ii) amounts paid or credited indemnification to a "non-resident" for the purposes of the Income Tax Act (Canadaany assignor).

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, 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 Company is payor shall be required by Applicable Law law to deduct or withhold any Taxes, other than Excluded Taxes, from or in respect of any payment or sum payable to any Holdera Lender, the payment or sum payable will shall be increased as may be necessary (“Additional Amounts”) so that after making all such required deductions or withholdings, such Holder Lender receives an amount equal to the sum it would have received if no such deduction or withholding had been made and the Company payor shall pay the full amount deducted to the relevant Governmental Authority taxation or other authority in accordance with Applicable Law. (b) . If any Holder a Lender becomes liable for any such Tax in Tax, other than Excluded Taxes, imposed on any payments under this Agreement the jurisdiction in which the Company is located solely as a result of a payment being made without such Tax in that jurisdiction having been deducted or withheld, the Company payor shall indemnify such Holder Lender for such Tax and any interest and penalties thereonTax, and the indemnity payment will shall be increased as necessary so that after the imposition of such any Tax in that jurisdiction on the indemnity payment (including such Tax in respect of any such increase in the indemnity payment), such Holder receives Lender shall receive the full amount of such Taxes for which it is liable liable, whether or not such Taxes were correctly or legally imposed or asserted by the relevant 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, that jurisdiction. 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 2.9 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 (cbut only to the extent of indemnity payments made, or additional amounts paid, by the payor under this Section 2.9 with respect to the Taxes giving rise to such refund 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 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 Entity) Notwithstanding to such Lender if such Lender is required to repay such refund or reduction to such Governmental Entity. If the foregoingBorrower 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 Company 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 required construed to pay additional amounts 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 respect of: (i) Excluded Taxes; any particular manner or (ii) amounts paid to claim any available refund or credited to a "non-resident" for the purposes of the Income Tax Act (Canada)reduction.