Payments Taxes. (a) The Guarantor hereby agrees, in furtherance of the foregoing provisions of this Guaranty and not in limitation of any other right which any Guaranteed Party or any other Person may have against the Guarantor by virtue hereof, upon the failure of the Borrower to pay any of the Guaranteed Obligations when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under §362(a) of the Bankruptcy Code or any comparable provision under Irish law), the Guarantor shall forthwith pay, or cause to be paid, in cash, to the Administrative Agent an amount equal to the amount of the Guaranteed Obligations then due as aforesaid (including interest which, but for the filing of a petition in any Insolvency Proceeding with respect to the Borrower, would have accrued on such Guaranteed Obligations, whether or not a claim is allowed against the Borrower for such interest in any such Insolvency Proceeding). The Guarantor shall make each payment hereunder, unconditionally in full without set-off, counterclaim or other defense, on the day when due in Dollars, in immediately available funds, to the Administrative Agent at such office of the Administrative Agent and to such account as the Administrative Agent shall specify in writing to the Guarantor. (b) Any and all payments by the Guarantor to or for the account of any Guaranteed Party under the Guarantor Documents shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities with respect thereto, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding, in the case of any Guaranteed Party, taxes imposed on or measured by its overall net income, and franchise taxes imposed on it, by the jurisdiction (or any political subdivision thereof) under the Laws of which such Guaranteed Party is organized or maintains a lending office (all such non-excluded taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as “Taxes”). If the Guarantor shall be required by any Laws to deduct any Taxes from or in respect of any sum payable under the Guarantor Documents to any Guaranteed Party then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section), each of the Administrative Agent and such other Guaranteed Party receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Guarantor shall make such deductions, (iii) the Guarantor shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Laws, and (iv) within 30 days after the date of such payment, the Guarantor shall furnish to the Administrative Agent (which shall forward the same to such Guaranteed Party) the original or a certified copy of a receipt evidencing payment thereof. (c) In addition, the Guarantor agrees to pay any and all present or future stamp, court or documentary taxes and any other excise or property taxes or charges or similar levies which arise from any payment made under the Guarantor Documents or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, the Guarantor Documents (hereinafter referred to as “Other Taxes”). (d) If the Guarantor shall be required to deduct or pay any Taxes or Other Taxes from or in respect of any sum payable under the Guarantor Documents to any Guaranteed Party, the Guarantor shall also pay to the Administrative Agent or to such Guaranteed Party, as the case may be, at the time interest is paid, such additional amount that the Administrative Agent or such Guaranteed Party specifies is necessary to preserve the after-tax yield (after factoring in all taxes, including taxes imposed on or measured by net income) that the Administrative Agent or such Guaranteed Party would have received if such Taxes or Other Taxes had not been imposed. (e) The Guarantor agrees to indemnify the Administrative Agent and each other Guaranteed Party for (i) the full amount of Taxes and Other Taxes (including any Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Section) paid by the Administrative Agent and such Guaranteed Party, (ii) amounts payable under Section 9(d) and (iii) any liability (including additions to tax, penalties, interest and expenses) arising therefrom or with respect thereto, in each case whether or not such Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Payment under this subsection (e) shall be made within 30 days after the date the Guaranteed Party or the Administrative Agent makes a demand therefor. Such demand for payment shall include a schedule setting out in reasonable detail the calculation of the amount of liability for Taxes or Other Taxes asserted by the Guaranteed Party or Administrative Agent to be due, but no Guaranteed Party shall be obliged to disclose its tax returns or working papers. (f) Any payments by the Guarantor hereunder the application of which is not otherwise provided for herein, shall be applied in the order specified in Clause 26.5 of the Credit Agreement. (g) The agreements in this Section 9 shall survive the payment of all Guaranteed Obligations. (h) The provisions of Clauses 12.4 and 15.1 of the Credit Agreement shall apply to this Section 9.
Appears in 1 contract
Payments Taxes. (a) The Guarantor hereby agrees, in furtherance of the foregoing provisions of this Guaranty and not in limitation of any other right which any Guaranteed Party or any other Person may have against the Guarantor by virtue hereof, upon the failure of the Borrower to pay any of the Guaranteed Obligations when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under §362(a) of the Bankruptcy Code or any comparable provision under Irish law), the Guarantor shall forthwith pay, or cause to be paid, in cash, to the Administrative Agent an amount equal to the amount of the Guaranteed Obligations then due as aforesaid (including interest which, but for the filing of a petition in any Insolvency Proceeding with respect to the Borrower, would have accrued on such Guaranteed Obligations, whether or not a claim is allowed against the Borrower for such interest in any such Insolvency Proceeding). The Guarantor shall make each payment hereunder, unconditionally in full without set-off, counterclaim or other defense, on the day when due in Dollars, in immediately available funds, to the Administrative Agent at such office of the Administrative Agent and to such account as the Administrative Agent shall specify in writing to the Guarantor.
(b) Any and all payments by the Guarantor to or for the account of any Guaranteed Party under the Guarantor Guaranty Documents shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities with respect thereto, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding, in the case of any Guaranteed Party, taxes imposed on or measured by its overall net income, and franchise taxes imposed on it, by the jurisdiction (or any political subdivision thereof) under the Laws of which such Guaranteed Party is organized or maintains a lending office (all such non-excluded taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as “Taxes”). If the Guarantor shall be required by any Laws to deduct any Taxes from or in respect of any sum payable under the Guarantor Guaranty Documents to any Guaranteed Party then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section), each of the Administrative Agent and such other Guaranteed Party receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Guarantor shall make such deductions, (iii) the Guarantor shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Laws, and (iv) within 30 days after the date of such payment, the Guarantor shall furnish to the Administrative Agent (which shall forward the same to such Guaranteed Party) the original or a certified copy of a receipt evidencing payment thereof.
(c) In addition, the Guarantor agrees to pay any and all present or future stamp, court or documentary taxes and any other excise or property taxes or charges or similar levies which arise from any payment made under the Guarantor Guaranty Documents or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, the Guarantor Guaranty Documents (hereinafter referred to as “Other Taxes”).
(d) If the Guarantor shall be required to deduct or pay any Taxes or Other Taxes from or in respect of any sum payable under the Guarantor Guaranty Documents to any Guaranteed Party, the Guarantor shall also pay to the Administrative Agent or to such Guaranteed Party, as the case may be, at the time interest is paid, such additional amount that the Administrative Agent or such Guaranteed Party specifies is necessary to preserve the after-tax yield (after factoring in all taxes, including taxes imposed on or measured by net income) that the Administrative Agent or such Guaranteed Party would have received if such Taxes or Other Taxes had not been imposed.
(e) The Guarantor agrees to indemnify the Administrative Agent and each other Guaranteed Party for (i) the full amount of Taxes and Other Taxes (including any Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Section) paid by the Administrative Agent and such Guaranteed Party, (ii) amounts payable under Section 9(d) and (iii) any liability (including additions to tax, penalties, interest and expenses) arising therefrom or with respect thereto, in each case whether or not such Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Payment under this subsection (e) shall be made within 30 days after the date the Guaranteed Party or the Administrative Agent makes a demand therefor. Such demand for payment shall include a schedule setting out in reasonable detail the calculation of the amount of liability for Taxes or Other Taxes asserted by the Guaranteed Party or Administrative Agent to be due, but no Guaranteed Party shall be obliged to disclose its tax returns or working papers.
(f) Any payments by the Guarantor hereunder the application of which is not otherwise provided for herein, shall be applied in the order specified in Clause 26.5 of the Credit Agreement.
(g) The agreements in this Section 9 shall survive the payment of all Guaranteed Obligations.
(h) The provisions of Clauses 12.4 and 15.1 of the Credit Agreement shall apply to this Section 9.
Appears in 1 contract
Payments Taxes. (a) The Guarantor hereby agrees, in furtherance of the foregoing provisions of this Guaranty and not in limitation of any other right which any Guaranteed Party or any other Person may have against the Guarantor by virtue hereof, upon the failure of the Borrower to pay any of the Guaranteed Obligations when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under §362(a) of the Bankruptcy Code or any comparable provision under Irish law), the Guarantor shall forthwith pay, or cause to be paid, in cash, to the Administrative Agent an amount equal to the amount of the Guaranteed Obligations then due as aforesaid (including interest which, but for the filing of a petition in any Insolvency Proceeding with respect to the Borrower, would have accrued on such Guaranteed Obligations, whether or not a claim is allowed against the Borrower for such interest in any such Insolvency Proceeding). The Guarantor shall make each payment hereunder, unconditionally in full without set-off, counterclaim or other defense, on the day when due in Dollars, in immediately available funds, to the Administrative Agent at such office of the Administrative Agent and to such account as the Administrative Agent shall specify in writing to the Guarantor.
(b) Any and all payments by the Guarantor hereunder to or for the account of any Guaranteed Party under the Guarantor Documents Bank shall be made free and clear of and without deduction or withholding for any and all present or future taxes, duties, levies, imposts, deductions, assessmentscharges or withholdings of whatever nature imposed by any government, feespolitical subdivision, withholdings bank or similar chargestaxing authority, and all liabilities with respect theretothereto excluding (i) taxes imposed on or measured by Bank’s income or receipts or minimum tax in lieu thereof, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding, in the case of any Guaranteed Partybranch profit taxes and franchise taxes, taxes imposed on or measured by its overall net incomeBank’s capital, and franchise large federal corporation tax levied or assessed against Bank or other taxes of general application imposed on it, Bank by the jurisdiction (or any political subdivision thereof) under the Laws laws of which such Guaranteed Party Bank is organized or maintains a lending office or any other jurisdiction in which Bank transacts business, (ii) any tax that is imposed on amounts payable to the Bank pursuant to any law that is in effect at the time the Bank enters into this Agreement (or on amounts payable to any assignee, transferee, or participant in any Indebtedness or obligations under this Agreement (such person, a “Transferee”) pursuant to any law that is in the effect at the time that such Transferee acquires any interest in the Indebtedness or obligations under this Agreement, except to the extent that the transferor of such interest also was subject to such tax), (iii) any such tax attributable to the Bank or any Transferee failing to provide applicable Forms W-8 or any other documents legally required to establish an exemption from such taxes, and (iv) any U.S. federal tax imposed pursuant to Sections 1471-1474 of the Internal Revenue Code, as amended, or any amended or successor version that is substantially comparable (all such excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Excluded Taxes” and all such non-excluded taxes, duties, levies, imposts, deductions, assessments, feescharges, withholdings or similar charges, and liabilities being hereinafter referred to as “Taxes”), unless such Taxes are required by law or the administration thereof to be deducted or withheld. If the Guarantor shall be required by any Laws law or the administration thereof to deduct or withhold any Taxes such Taxes, from or in respect of any sum amount payable under the Guarantor Documents hereunder, or Bank, including any of its assignees or transferees (each such entity, a “Party”) shall be required to deduct, withhold or remit any Guaranteed Party then Taxes from or out of amounts received by it hereunder, then:
(i) the sum amount payable shall be increased as may be necessary so that after making all required deductions deductions, withholdings or remissions (including deductions deductions, withholdings or remissions applicable to additional sums payable amounts paid under this Sectionparagraph), each of the Administrative Agent and such other Guaranteed Party receives shall receive an amount equal to the sum it would have received had if no such deductions been deduction, withholding or remission were required to be made, and
(ii) the Guarantor shall make such deductions, (iii) the Guarantor forthwith shall pay the full amount deducted or withheld to the relevant taxation authority or other authority in accordance with applicable Laws, and (iv) within 30 days after the date of such payment, the Guarantor shall furnish to the Administrative Agent (which shall forward the same to such Guaranteed Party) the original or a certified copy of a receipt evidencing payment thereoflaw.
(cb) In addition, the Guarantor agrees to pay forthwith any and all present or future stamp, court stamp or documentary taxes and or any other excise excise, goods and services, sales or property taxes or taxes, charges or similar levies (all such taxes, charges and levies being herein referred to as “Other Taxes”) which arise from any payment made under the by Guarantor Documents hereunder or from the execution, delivery, performance, enforcement delivery or registration of, or otherwise with respect to, this Guaranty.
(c) Without limiting Bank’s rights hereunder, in the event any taxes, levies, imposts, duties or other charges of whatever nature, other than Excluded Taxes, are assessed against Bank in connection with payments to Bank by Guarantor Documents (hereinafter referred hereunder or otherwise in connection with this Guaranty, Guarantor shall pay when due and indemnify and hold Bank harmless from such charges, without reducing the net amount of such payments to as “Other Taxes”)be made to Bank below that amount which Bank would have received had such taxes or charges had not been assessed.
(d) If the Guarantor shall be required to deduct or pay any Taxes or Other Taxes from or in respect of any sum payable under the Guarantor Documents to any Guaranteed Party, the Guarantor shall also pay to the Administrative Agent or to such Guaranteed Party, as the case may be, at the time interest is paid, such additional amount that the Administrative Agent or such Guaranteed Party specifies is necessary to preserve the after-tax yield (after factoring in all taxes, including taxes imposed on or measured by net income) that the Administrative Agent or such Guaranteed Party would have received if such Taxes or Other Taxes had not been imposed.
(e) The Guarantor further agrees to indemnify the Administrative Agent and each other Guaranteed Party for (i) the full amount of Taxes and or Other Taxes (including not deducted or withheld or paid by Guarantor in accordance with any applicable law to the relevant taxation or other authority and any Taxes or Other Taxes imposed or asserted by any jurisdiction on the amounts payable by Guarantor under this Section) Guaranty and paid by the Administrative Agent and such Guaranteed any Party, (ii) amounts payable under Section 9(d) and (iii) any liability (including additions to tax, penalties, interest and expenses) arising therefrom or with respect thereto, in each case whether or not any such Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authorityasserted. Payment under this subsection (e) indemnification shall be made within 30 15 days after from the date the Guaranteed Party or the Administrative Agent Bank makes a written demand therefor. Such demand for payment shall include a schedule setting out in reasonable detail the calculation of A certificate as to the amount of liability for such Taxes or Other Taxes asserted and evidence of payment thereof submitted to Guarantor by the Guaranteed Party or Administrative Agent to be due, but no Guaranteed Party Bank shall be obliged prima facie evidence of the amount due from Guarantor to disclose its a Party.
(e) Guarantor shall furnish to Bank the original or a certified copy of a receipt evidencing any payment of Taxes or Other Taxes made by Guarantor as soon as such receipt becomes available, together with copies of the tax returns return or working papersother report filed with respect to any such Taxes and/or Other Taxes promptly after such filing, and in any event within 15 days from date of receipt of Bank’s request therefor, accompanied by a certificate of the chief financial officer of Guarantor, which certificate shall indicate the amount of Taxes or Other Taxes, as the case may be, deducted or withheld by Guarantor in respect of payments made hereunder.
(f) Any payments If requested by Bank at any time, Guarantor shall cause this Guaranty to be registered, notarized or otherwise formalized to the extent at any time required by the applicable laws of England, the applicable laws of any province or other political subdivision of England or the applicable laws of any other country or other jurisdiction in which Guarantor hereunder now or in the application future maintains any property or assets, and Guarantor shall pay, and indemnify and hold Bank harmless from, any liability for any stamp taxes or any registration, documentation or other types of fees, charges, taxes or fines in connection with any such registration, notarization or formalization. Guarantor shall provide Bank with evidence of such registration within 45 days after Bank’s request for such evidence, which is not otherwise provided for herein, evidence shall be applied in the order specified in Clause 26.5 of the Credit Agreementform and substance satisfactory to Bank.
(g) The agreements in Without prejudice to the survival of any other agreement or obligation of Guarantor hereunder, the obligations of Guarantor under this Section 9 13 shall survive the termination of this Guaranty and the payment of all Guaranteed Obligationsthe Indebtedness.
(h) The provisions of Clauses 12.4 and 15.1 of the Credit Agreement shall apply to this Section 9.
Appears in 1 contract
Payments Taxes. (a) The Guarantor hereby agrees, in furtherance of the foregoing provisions of this Guaranty and not in limitation of any other right which any Guaranteed Party or any other Person may have against the Guarantor by virtue hereof, upon the failure of the Borrower to pay any of the Guaranteed Obligations when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under §362(a) of the Bankruptcy Code or any comparable provision under Irish law), the Guarantor shall forthwith pay, or cause to be paid, in cash, to the Administrative Agent an amount equal to the amount of the Guaranteed Obligations then due as aforesaid (including interest which, but for the filing of a petition in any Insolvency Proceeding with respect to the Borrower, would have accrued on such Guaranteed Obligations, whether or not a claim is allowed against the Borrower for such interest in any such Insolvency Proceeding). The Guarantor shall make each payment hereunder, unconditionally in full without set-off, counterclaim or other defense, on the day when due in Dollars, in immediately available funds, to the Administrative Agent at such office of the Administrative Agent and to such account as the Administrative Agent shall specify in writing to the Guarantor.
(b) Any and all payments by the Guarantor hereunder to or for the account of any Guaranteed Party under the Guarantor Documents Bank shall be made free and clear of and without deduction or withholding for any and all present or future taxes, duties, levies, imposts, deductions, assessmentscharges or withholdings of whatever nature imposed by any government, feespolitical subdivision, withholdings bank or similar chargestaxing authority, and all liabilities with respect theretothereto excluding (i) taxes imposed on or measured by Bank's income or receipts or minimum tax in lieu thereof, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding, in the case of any Guaranteed Partybranch profit taxes and franchise taxes, taxes imposed on or measured by its overall net incomeBank's capital, and franchise large federal corporation tax levied or assessed against Bank or other taxes of general application imposed on it, Bank by the jurisdiction (or any political subdivision thereof) under the Laws laws of which such Guaranteed Party Bank is organized or maintains a lending office or any other jurisdiction in which Bank transacts business , (ii) any tax that is imposed on amounts payable to the Bank pursuant to any law that is in effect at the time the Bank enters into this Agreement (or on amounts payable to any assignee, transferee, or participant in any Indebtedness or obligations under this Agreement (such person, a "Transferee") pursuant to any law that is in the effect at the time that such Transferee acquires any interest in the Indebtedness or obligations under this Agreement, except to the extent that the transferor of such interest also was subject to such tax), (iii) any such tax attributable to the Bank or any Transferee failing to provide applicable Forms W-8 or any other documents legally required to establish an exemption from such taxes, and (iv) any U.S. federal tax imposed pursuant to Sections 1471-1474 of the Internal Revenue Code, as amended, or any amended or successor version that is substantially comparable (all such excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Excluded Taxes" and all such non-excluded taxes, duties, levies, imposts, deductions, assessments, feescharges, withholdings or similar charges, and liabilities being hereinafter referred to as “"Taxes”"), unless such Taxes are required by law or the administration thereof to be deducted or withheld. If the Guarantor shall be required by any Laws law or the administration thereof to deduct or withhold any Taxes such Taxes, from or in respect of any sum amount payable under the Guarantor Documents to any Guaranteed Party then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section), each of the Administrative Agent and such other Guaranteed Party receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Guarantor shall make such deductions, (iii) the Guarantor shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Laws, and (iv) within 30 days after the date of such payment, the Guarantor shall furnish to the Administrative Agent (which shall forward the same to such Guaranteed Party) the original or a certified copy of a receipt evidencing payment thereof.
(c) In addition, the Guarantor agrees to pay any and all present or future stamp, court or documentary taxes and any other excise or property taxes or charges or similar levies which arise from any payment made under the Guarantor Documents or from the execution, delivery, performance, enforcement or registration ofhereunder, or otherwise with respect toBank, the Guarantor Documents including any of its assignees or transferees (hereinafter referred to as “Other Taxes”).
(deach such entity, a "Party") If the Guarantor shall be required to deduct deduct, withhold or pay remit any Taxes or Other Taxes from or in respect out of any sum payable under the Guarantor Documents to any Guaranteed Partyamounts received by it hereunder, the Guarantor shall also pay to the Administrative Agent or to such Guaranteed Party, as the case may be, at the time interest is paid, such additional amount that the Administrative Agent or such Guaranteed Party specifies is necessary to preserve the after-tax yield (after factoring in all taxes, including taxes imposed on or measured by net income) that the Administrative Agent or such Guaranteed Party would have received if such Taxes or Other Taxes had not been imposed.
(e) The Guarantor agrees to indemnify the Administrative Agent and each other Guaranteed Party for (i) the full amount of Taxes and Other Taxes (including any Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Section) paid by the Administrative Agent and such Guaranteed Party, (ii) amounts payable under Section 9(d) and (iii) any liability (including additions to tax, penalties, interest and expenses) arising therefrom or with respect thereto, in each case whether or not such Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Payment under this subsection (e) shall be made within 30 days after the date the Guaranteed Party or the Administrative Agent makes a demand therefor. Such demand for payment shall include a schedule setting out in reasonable detail the calculation of the amount of liability for Taxes or Other Taxes asserted by the Guaranteed Party or Administrative Agent to be due, but no Guaranteed Party shall be obliged to disclose its tax returns or working papers.
(f) Any payments by the Guarantor hereunder the application of which is not otherwise provided for herein, shall be applied in the order specified in Clause 26.5 of the Credit Agreement.
(g) The agreements in this Section 9 shall survive the payment of all Guaranteed Obligations.
(h) The provisions of Clauses 12.4 and 15.1 of the Credit Agreement shall apply to this Section 9.then:
Appears in 1 contract
Samples: Continuing Guaranty
Payments Taxes. (a) The Guarantor hereby agrees, in furtherance of the foregoing provisions of this Guaranty and not in limitation of any other right which any Guaranteed Party or any other Person may have against the Guarantor by virtue hereof, upon the failure of the Borrower to pay any of the Guaranteed Obligations when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under §362(a) of the Bankruptcy Code or any comparable provision under Irish law), the Guarantor shall forthwith pay, or cause to be paid, in cash, to the Administrative Agent an amount equal to the amount of the Guaranteed Obligations then due as aforesaid (including interest which, but for the filing of a petition in any Insolvency Proceeding with respect to the Borrower, would have accrued on such Guaranteed Obligations, whether or not a claim is allowed against the Borrower for such interest in any such Insolvency Proceeding). The Guarantor shall make each payment hereunder, unconditionally in full without set-off, counterclaim or other defense, on the day when due in Dollars, in immediately available funds, to the Administrative Agent at such office of the Administrative Agent and to such account as the Administrative Agent shall specify in writing to the Guarantor.
(b) Any and all payments by the Guarantor hereunder to or for the account of any Guaranteed Party under the Guarantor Documents Bank shall be made free and clear of and without deduction or withholding for any and all present or future taxes, duties, levies, imposts, deductions, assessmentscharges or withholdings of whatever nature imposed by any government, feespolitical subdivision, withholdings bank or similar chargestaxing authority, and all liabilities with respect theretothereto excluding (i) taxes imposed on or measured by Bank's income or receipts or minimum tax in lieu thereof, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding, in the case of any Guaranteed Partybranch profit taxes and franchise taxes, taxes imposed on or measured by its overall net incomeBank's capital, and franchise large federal corporation tax levied or assessed against Bank or other taxes of general application imposed on it, Bank by the jurisdiction (or any political subdivision thereof) under the Laws laws of which such Guaranteed Party Bank is organized or maintains a lending office or any other jurisdiction in which Bank transacts business , (ii) any tax that is imposed on amounts payable to the Bank pursuant to any law that is in effect at the time the Bank enters into this Agreement (or on amounts payable to any assignee, transferee, or participant in any Indebtedness or obligations under this Agreement (such person, a "Transferee") pursuant to any law that is in the effect at the time that such Transferee acquires any interest in the Indebtedness or obligations under this Agreement, except to the extent that the transferor of such interest also was subject to such tax), (iii) any such tax attributable to the Bank or any Transferee failing to provide applicable Forms W-8 or any other documents legally required to establish an exemption from such taxes, and (iv) any U.S. federal tax imposed pursuant to Sections 1471-1474 of the Internal Revenue Code, as amended, or any amended or successor version that is substantially comparable (all such excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Excluded Taxes" and all such non-excluded taxes, duties, levies, imposts, deductions, assessments, feescharges, withholdings or similar charges, and liabilities being hereinafter referred to as “"Taxes”"), unless such Taxes are required by law or the administration thereof to be deducted or withheld. If the Guarantor shall be required by any Laws law or the administration thereof to deduct or withhold any Taxes such Taxes, from or in respect of any sum amount payable under the Guarantor Documents hereunder, or Bank, including any of its assignees or transferees (each such entity, a "Party") shall be required to deduct, withhold or remit any Guaranteed Party then Taxes from or out of amounts received by it hereunder, then:
(i) the sum amount payable shall be increased as may be necessary so that after making all required deductions deductions, withholdings or remissions (including deductions deductions, withholdings or remissions applicable to additional sums payable amounts paid under this Sectionparagraph), each of the Administrative Agent and such other Guaranteed Party receives shall receive an amount equal to the sum it would have received had if no such deductions been deduction, withholding or remission were required to be made, and
(ii) the Guarantor shall make such deductions, (iii) the Guarantor forthwith shall pay the full amount deducted or withheld to the relevant taxation authority or other authority in accordance with applicable Laws, and (iv) within 30 days after the date of such payment, the Guarantor shall furnish to the Administrative Agent (which shall forward the same to such Guaranteed Party) the original or a certified copy of a receipt evidencing payment thereoflaw.
(cb) In addition, the Guarantor agrees to pay forthwith any and all present or future stamp, court stamp or documentary taxes and or any other excise excise, goods and services, sales or property taxes or taxes, charges or similar levies (all such taxes, charges and levies being herein referred to as "Other Taxes') which arise from any payment made under the by Guarantor Documents hereunder or from the execution, delivery, performance, enforcement delivery or registration of, or otherwise with respect to, this Guaranty.
(c) Without limiting Bank's rights hereunder, in the event any taxes, levies, imposts, duties or other charges of whatever nature, other than Excluded Taxes, are assessed against Bank in connection with payments to Bank by Guarantor Documents (hereinafter referred hereunder or otherwise in connection with this Guaranty, Guarantor shall pay when due and indemnify and hold Bank harmless from such charges, without reducing the net amount of such payments to as “Other Taxes”)be made to Bank below that amount which Bank would have received had such taxes or charges had not been assessed.
(d) If the Guarantor shall be required to deduct or pay any Taxes or Other Taxes from or in respect of any sum payable under the Guarantor Documents to any Guaranteed Party, the Guarantor shall also pay to the Administrative Agent or to such Guaranteed Party, as the case may be, at the time interest is paid, such additional amount that the Administrative Agent or such Guaranteed Party specifies is necessary to preserve the after-tax yield (after factoring in all taxes, including taxes imposed on or measured by net income) that the Administrative Agent or such Guaranteed Party would have received if such Taxes or Other Taxes had not been imposed.
(e) The Guarantor further agrees to indemnify the Administrative Agent and each other Guaranteed Party for (i) the full amount of Taxes and or Other Taxes (including not deducted or withheld or paid by Guarantor in accordance with any applicable law to the relevant taxation or other authority and any Taxes or Other Taxes imposed or asserted by any jurisdiction on the amounts payable by Guarantor under this Section) Guaranty and paid by the Administrative Agent and such Guaranteed any Party, (ii) amounts payable under Section 9(d) and (iii) any liability (including additions to tax, penalties, interest and expenses) arising therefrom or with respect thereto, in each case whether or not any such Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authorityasserted. Payment under this subsection (e) indemnification shall be made within 30 15 days after from the date the Guaranteed Party or the Administrative Agent Bank makes a written demand therefor. Such demand for payment shall include a schedule setting out in reasonable detail the calculation of A certificate as to the amount of liability for such Taxes or Other Taxes asserted and evidence of payment thereof submitted to Guarantor by the Guaranteed Party or Administrative Agent to be due, but no Guaranteed Party Bank shall be obliged prima facie evidence of the amount due from Guarantor to disclose its a Party.
(e) Guarantor shall furnish to Bank the original or a certified copy of a receipt evidencing any payment of Taxes or Other Taxes made by Guarantor as soon as such receipt becomes available, together with copies of the tax returns return or working papersother report filed with respect to any such Taxes and/or Other Taxes promptly after such filing, and in any event within 15 days from date of receipt of Bank's request therefor, accompanied by a certificate of the chief financial officer of Guarantor, which certificate shall indicate the amount of Taxes or Other Taxes, as the case may be, deducted or withheld by Guarantor in respect of payments made hereunder.
(f) Any payments If requested by Bank at any time, Guarantor shall cause this Guaranty to be registered, notarized or otherwise formalized to the extent at any time required by the applicable laws of England, the applicable laws of any province or other political subdivision of England or the applicable laws of any other country or other jurisdiction in which Guarantor hereunder now or in the application future maintains any property or assets, and Guarantor shall pay, and indemnify and hold Bank harmless from, any liability for any stamp taxes or any registration, documentation or other types of fees, charges, taxes or fines in connection with any such registration, notarization or formalization. Guarantor shall provide Bank with evidence of such registration within 45 days after Bank's request for such evidence, which is not otherwise provided for herein, evidence shall be applied in the order specified in Clause 26.5 of the Credit Agreementform and substance satisfactory to Bank.
(g) The agreements in Without prejudice to the survival of any other agreement or obligation of Guarantor hereunder, the obligations of Guarantor under this Section 9 13 shall survive the termination of this Guaranty and the payment of all Guaranteed Obligationsthe Indebtedness.
(h) The provisions of Clauses 12.4 and 15.1 of the Credit Agreement shall apply to this Section 9.
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