Payments Subject to Taxes. 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 Law; provided that if any Loan Party, the Agent or any Lender is required by applicable Law (as determined in the good faith discretion of the applicable withholding agent) to deduct or withhold any Taxes in respect of any payment by or on account of any obligation of a Loan Party hereunder or under any other Loan Document, then (i) if such Tax is an Indemnified Tax (including any Other Taxes), the sum payable shall be increased by such Loan Party when payable as necessary so that after making or allowing for all required deductions and payments for Indemnified Taxes (which excludes, for the avoidance of doubt, Excluded Taxes) (including deductions and withholdings of Indemnified Taxes applicable to additional sums payable under this Section) the Agent or Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions or payments for Indemnified Taxes (which excludes, for the avoidance of doubt, Excluded Taxes) been required, (ii) such Loan Party shall make any such deductions required to be made by it under applicable Law (as determined in the good faith discretion of the applicable withholding agent), and (iii) such Loan Party shall timely pay the full amount required to be deducted to the relevant Governmental Entity in accordance with applicable Law.
Appears in 5 contracts
Samples: Credit Agreement (Tucows Inc /Pa/), Credit Agreement (Tucows Inc /Pa/), Senior Secured Credit Agreement (Tucows Inc /Pa/)
Payments Subject to Taxes. Any and all payments by or on account of any obligation obligations of any Loan Credit 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 Applicable Law; provided that if . If any Loan Party, Credit Party or the Agent or any Lender is required by applicable Applicable Law (as determined in the good faith discretion of the applicable withholding agent) to deduct or withhold any Taxes in respect of for any payment by or on account of any obligation of a Loan Party hereunder or under any other Loan Documentsuch payment, then then: (i) if such Tax is an Indemnified Tax (including any Other TaxesTax), the sum payable shall be increased by such Loan that Credit Party when payable as necessary so that after making or allowing for all required deductions and payments for Indemnified Taxes (which excludes, for the avoidance of doubt, Excluded Taxes) withholdings (including deductions and withholdings of Indemnified Taxes applicable to additional sums payable under this Section) the Agent or Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions or payments for Indemnified Taxes (which excludes, for the avoidance of doubt, Excluded Taxes) withholdings been required, ; (ii) such Loan Party the applicable Withholding Agent shall be entitled to make any such deductions or withholdings required to be made by it under applicable Law (as determined in the good faith discretion of the applicable withholding agent), Applicable Law; and (iii) such Loan Party the applicable Withholding Agent shall timely pay the full amount required to be deducted or withheld to the relevant Governmental Entity Authority in accordance with applicable Applicable Law.
Appears in 3 contracts
Samples: Credit Agreement (Valens Company, Inc.), Credit Agreement (SNDL Inc.), Credit Agreement (Valens Company, Inc.)
Payments Subject to Taxes. Any and all payments by the Borrowers (including any Subsidiary for whose account a Letter of Credit is issued) or on any Guarantor to or for the account of any obligation of any Loan Party hereunder Agent or Lender under any other Loan Document shall be made free and clear of and without deduction or withholding for any Taxes Taxes, except as required by applicable Applicable Law; provided that if . If any Loan PartyObligor, the Agent Agent, any Lender or any Issuing Lender is required by applicable Applicable Law (as determined in the good faith discretion of the applicable withholding agent) to deduct or withhold pay any Indemnified Taxes in respect of any payment by or on account of any obligation of a Loan Party an Obligor hereunder or under any other Loan Document, then (i) if such Tax is an Indemnified Tax (including any Other Taxes), the sum payable shall be increased by such Loan Party when payable that Obligor as necessary so that after making or allowing for all required deductions deductions, withholdings and payments for Indemnified Taxes (which excludes, for the avoidance of doubt, Excluded Taxes) (including deductions and withholdings of Indemnified Taxes payments applicable to additional sums payable under this Section) the Agent Agent, Lender or Issuing Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions or deductions, withholdings and payments for in respect of Indemnified Taxes (which excludes, for been required or made. If any Applicable Law requires the avoidance deduction of doubt, Excluded Taxes) been requiredany Tax from any such payment by the Obligor, (iii) such Loan Party the Obligor shall make any such deductions or withholdings required to be made by it under applicable Applicable Law (as determined in the good faith discretion of the applicable withholding agent), and (iiiii) such Loan Party the Obligor shall timely pay the full amount required to be deducted or withheld to the relevant Governmental Entity Authority in accordance with applicable Applicable Law.
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Payments Subject to Taxes. Any and all payments by or on account of any obligation obligations of any Loan Credit 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 Applicable Law; provided that if . If any Loan Credit Party, the Agent Agent, any Lender or any Issuing Lender is required by applicable Applicable Law (as determined in the good faith discretion of the applicable withholding agent) to deduct or withhold any Taxes in respect of for any payment by or on account of any obligation of a Loan Party hereunder or under any other Loan Documentsuch payment, then then: (i) if such Tax is an Indemnified Tax (including any Other TaxesTax), the sum payable shall be increased by such Loan that Credit Party when payable as necessary so that after making or allowing for all required deductions and payments for Indemnified Taxes (which excludes, for the avoidance of doubt, Excluded Taxes) withholdings (including deductions and withholdings of Indemnified Taxes applicable to additional sums payable under this Section) the Agent Agent, Lender or Issuing Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions or payments for Indemnified Taxes (which excludes, for the avoidance of doubt, Excluded Taxes) withholdings been required, ; (ii) such Loan Party the applicable Withholding Agent shall be entitled to make any such deductions or withholdings required to be made by it under applicable Law (as determined in the good faith discretion of the applicable withholding agent), Applicable Law; and (iii) such Loan Party the applicable Withholding Agent shall timely pay the full amount required to be deducted or withheld to the relevant Governmental Entity Authority in accordance with applicable Applicable Law.
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Payments Subject to Taxes. Any and all payments by or on account of any obligation obligations of any Loan Party Obligor hereunder or under any other Loan Document shall be made free and clear of and without deduction or withholding for any Taxes except as required by applicable Applicable Law; provided that if . If any Loan Party, Obligor or the Agent or any Lender is required by applicable Applicable Law (as determined in the good faith discretion of the applicable withholding agent) to deduct or withhold any Taxes in respect of for any payment by or on account of any obligation of a Loan Party hereunder or under any other Loan Documentsuch payment, then then: (i) if such Tax is an Indemnified Tax (including any Other TaxesTax), the sum payable shall be increased by such Loan Party that Obligor when payable as necessary so that after making or allowing for all required deductions and payments for Indemnified Taxes (which excludes, for the avoidance of doubt, Excluded Taxes) withholdings (including deductions and withholdings of Indemnified Taxes applicable to additional sums payable under this Section) the Agent or Lender, as the case may be, Lender receives an amount equal to the sum it would have received had no such deductions or payments for Indemnified Taxes (which excludes, for the avoidance of doubt, Excluded Taxes) withholdings been required, ; (ii) such Loan subject to clause (i) of this Section 13.02(1), the Withholding Party shall be entitled to make any such deductions or withholdings required to be made by it under applicable Law (as determined in the good faith discretion of the applicable withholding agent), Applicable Law; and (iii) such Loan the Withholding Party shall timely pay the full amount required to be deducted or withheld to the relevant Governmental Entity Authority in accordance with applicable Applicable Law.
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