Common use of Procedures for Payment Clause in Contracts

Procedures for Payment. (a) Each payment hereunder shall be made not later than 12:00 noon (New York City time) on the day when due in lawful money of the United States of America to the Lender without counterclaim, offset, claim or recoupment of any kind and free and clear of, and without deduction for, any present or future withholding or other taxes, duties or charges of any nature imposed on such payments or prepayments by or on behalf of any Governmental Entity thereof or therein, except for Excluded Taxes. If any such taxes, duties or charges are so levied or imposed on any payment to the Lender, the Borrower will make additional payments in such amounts as may be necessary so that the net amount received by the Lender, after withholding or deduction for or on account of all taxes, duties or charges, including deductions applicable to additional sums payable under this Section 1.08, will be equal to the amount provided for herein. Whenever any taxes, duties or charges are payable by the Borrower with respect to any payments hereunder, the Borrower shall furnish promptly to the Lender information, including certified copies of official receipts (to the extent that the relevant governmental authority delivers such receipts), evidencing payment of any such taxes, duties or charges so withheld or deducted. If the Borrower fails to pay any such taxes, duties or charges when due to the appropriate taxing authority or fails to remit to the Lender the required information evidencing payment of any such taxes, duties or charges so withheld or deducted, the Borrower shall indemnify the Lender for any incremental taxes, duties, charges, interest or penalties that may become payable by the Lender as a result of any such failure.

Procedures for Payment. (a) Each payment hereunder and under the other Documents shall be made not later than 12:00 noon (New York City time) on the day when due in lawful money of the United States of America to the Lender without counterclaim, offset, claim or recoupment of any kind and free and clear of, and without deduction for, any present or future withholding or other taxes, duties or charges of any nature imposed on such payments or prepayments by or on behalf of any Governmental Entity thereof or therein, except for Excluded Taxes. If any such taxes, duties or charges are so levied or imposed on any payment to the Lender, the Borrower Borrowers will make additional payments in such amounts as may be necessary so that the net amount received by the Lender, after withholding or deduction for or on account of all taxes, duties or charges, including deductions applicable to additional sums payable under this Section 1.08, will be equal to the amount provided for herein. Whenever any taxes, duties or charges are payable by the Borrower Borrowers with respect to any payments hereunder, the Borrower Borrowers shall furnish promptly to the Lender information, including certified copies of official receipts (to the extent that the relevant governmental authority delivers such receipts), evidencing payment of any such taxes, duties or charges so withheld or deducted. If the Borrower fails Borrowers fail to pay any such taxes, duties or charges when due to the appropriate taxing authority or fails to remit to the Lender the required information evidencing payment of any such taxes, duties or charges so withheld or deducted, the Borrower Borrowers shall indemnify the Lender for any incremental taxes, duties, charges, interest or penalties that may become payable by the Lender as a result of any such failure.

Procedures for Payment. (a) Each payment hereunder shall be made not later than 12:00 noon (New York City time) on the day when due in lawful money of the United States of America to the Lender Agent without counterclaim, offset, claim or recoupment of any kind and free and clear of, and without deduction for, any present or future withholding or other taxes, duties or charges of any nature imposed on such payments or prepayments by or on behalf of any Governmental Entity thereof or therein, except for Excluded Taxes (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings and liabilities hereinafter referred to as “Taxes”), and the Agent shall distribute any such payments received by it in accordance with Article III hereof. If any such taxes, duties or charges Taxes are so levied or imposed on any payment to the any Lender, the Borrower will make additional payments in such amounts as may be necessary so that the net amount received by the such Lender, after withholding or deduction for or on account of all taxes, duties or chargesTaxes, including deductions applicable to additional sums payable under this Section 1.08, will be equal to the amount provided for herein. Whenever any taxes, duties or charges Taxes are payable by the Borrower with respect to any payments hereunder, the Borrower shall furnish promptly to the Lender Agent information, including certified copies of official receipts (to the extent that the relevant governmental authority Governmental Entity delivers such receipts), evidencing payment of any such taxes, duties or charges Taxes so withheld or deducted. If the Borrower fails to pay any such taxes, duties or charges Taxes when due to the appropriate taxing authority or fails to remit to the Lender Agent the required information evidencing payment of any such taxes, duties or charges Taxes so withheld or deducted, the Borrower shall indemnify the Lender Lenders for any incremental taxes, duties, chargesTaxes, interest or penalties that may become payable by the any Lender as a result of any such failure.

Procedures for Payment. (a) Each payment or prepayment hereunder and under the Notes shall be made not later than 12:00 noon (New York City time) on the day when due in lawful money of the United States of America to the Lender Agent at the Payment Office in immediately available funds, without counterclaim, offset, claim or recoupment of any kind kind. Each payment or prepayment hereunder and under the Notes shall be made without setoff or counterclaim and free and clear of, and without deduction for, any present or future withholding or other taxes, duties or charges of any nature imposed on such payments or prepayments by or on behalf of any Governmental Entity government or any political subdivision or agency thereof or therein, except for Excluded Taxes. If any such taxes, duties or charges (other than any Excluded Taxes) are so levied or imposed on any payment or prepayment to the any Lender, the Borrower will make additional payments in such amounts as may be necessary so that the net amount received by the such Lender, after withholding or deduction for or on account of all taxes, duties or charges, including deductions applicable to additional sums payable under this Section 1.086.4(a) (other than Excluded Taxes), will be equal to the amount provided for hereinherein or in such Lender's Note or Notes. Whenever any taxes, duties or charges (other than Excluded Taxes) are payable by the Borrower with respect to any payments hereunderor prepayments hereunder or under any of the Notes, the Borrower shall furnish promptly to the Agent for the account of the applicable Lender information, including certified copies of official receipts (to the extent that the relevant governmental authority delivers such receipts), ) evidencing payment of any such taxes, duties or charges so withheld or deducted. If the Borrower fails to pay any such taxes, duties or charges when due to the appropriate taxing authority or fails to remit to the Agent for the account of the applicable Lender the required information receipts evidencing payment of any such taxes, duties or charges so withheld or deducted, the Borrower shall indemnify the affected Lender for any incremental taxes, duties, charges, interest or penalties that may become payable by the such Lender as a result of any such failure.

Procedures for Payment. (a) Each payment hereunder and under the other Loan Documents shall be made not later than 12:00 noon (New York City time) on the day when due in lawful money of the United States of America to the Lender without counterclaim, defense, offset, claim or recoupment of any kind and free and clear of, and without deduction for, any present or future withholding or other taxes, duties duties, levies, imposts, deductions, charges or charges other liabilities of any nature imposed on such payments or prepayments by or on behalf of any Governmental Entity thereof or thereinEntity, except for Excluded taxes upon or determined by reference to the Lender’s net income imposed by the jurisdiction in which the Lender is organized or has its principal or registered lending office (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings and liabilities hereinafter referred to as “Taxes”). If any such taxes, duties or charges Taxes are so levied or imposed on any payment to the Lender, the Borrower Borrowers will make additional payments in such amounts as may be necessary and which are documented in writing by the Lender so that the net amount received by the Lender, after withholding or deduction for or on account of all taxes, duties or chargesTaxes, including deductions applicable to additional sums payable under this Section 1.082.4, will be equal to the amount provided for hereinherein or in the other Loan Documents. Whenever any taxes, duties or charges Taxes are payable by the Borrower Borrowers with respect to any payments hereunder, the Borrower Borrowers shall furnish promptly to the Lender information, including certified copies of official receipts (to the extent that the relevant governmental authority delivers such receipts), evidencing payment of any such taxes, duties or charges Taxes so withheld or deducted. If the Borrower fails Borrowers fail to pay any such taxes, duties or charges Taxes when due to the appropriate taxing authority or fails to remit to the Lender the required information evidencing payment of any such taxes, duties or charges Taxes so withheld or deducted, the Borrower Borrowers shall indemnify the Lender for any incremental taxes, duties, chargesTaxes, interest or penalties that may become payable by the Lender as a result of any such failure.

Procedures for Payment. (a) Each payment hereunder and under the other Loan Documents shall be made not later than 12:00 noon (New York City time) on the day when due in lawful money of the United States of America to the Lender without counterclaim, defense, offset, claim or recoupment of any kind and free and clear of, and without deduction for, any present or future withholding or other taxes, duties duties, levies, imposts, deductions, charges or charges other liabilities of any nature imposed on such payments or prepayments by or on behalf of any Governmental Entity thereof or thereinEntity, except for Excluded (i) taxes upon or determined by reference to a Lender’s net income, franchise taxes (imposed in lieu of taxes on net income) or branch profits taxes, in each case, imposed by the United States or other jurisdiction in which such Lender is organized or has its principal or registered lending office, (ii) taxes attributable to the failure by any Lender or Agent to deliver the documentation required to be delivered pursuant to clause (g) of this Section 2.4; (iii) with respect to a Lender, any U.S. federal withholding tax that is in effect and would apply to amounts payable hereunder under the law applicable at such time such Lender becomes a party to this Agreement or such Lender designates a new applicable lending office, except to the extent such Lender (or its assignor, if any) was entitled, at the time of designation of a new applicable lending office (or assignment), to receive additional amounts with respect to such withholding tax pursuant to this Section 2.4; and (iv) any U.S. federal withholding taxes imposed as a result of FATCA (except where the applicable Lender has delivered to the Borrowers all required documentation to establish its exemption from FATCA) (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings and liabilities hereinafter referred to as “Taxes”). If any such taxes, duties or charges Taxes are so levied or imposed on any payment to the any Lender, the Borrower Borrowers will make additional payments in such amounts as may be necessary so that the net amount received by the such Lender, after withholding or deduction for or on account of all taxes, duties or chargesTaxes, including deductions applicable to additional sums payable under this Section 1.082.4, will be equal to the amount provided for hereinherein or in the other Loan Documents. Whenever any taxes, duties or charges Taxes are payable by the Borrower Borrowers with respect to any payments hereunder, the Borrower Borrowers shall furnish promptly to the Lender Agent information, including certified copies of official receipts (to the extent that the relevant governmental authority delivers such receipts), evidencing payment of any such taxes, duties or charges Taxes so withheld or deducted. If the Borrower fails Borrowers fail to pay any such taxes, duties or charges Taxes when due to the appropriate taxing authority or fails to remit to the Lender Agent the required information evidencing payment of any such taxes, duties or charges Taxes so withheld or deducted, the Borrower Borrowers shall indemnify the Agent and each Lender for any incremental taxes, duties, chargesTaxes, interest or penalties that may become payable by the Agent or such Lender as a result of any such failure.

Procedures for Payment. (a) Each payment hereunder and under the other Loan Documents shall be made not later than 12:00 noon (New York City time) on the day when due in lawful money of the United States of America to the Lender without counterclaim, offset, counterclaim defense offset claim or recoupment of any kind and free and clear of, of and without deduction for, for any present or future withholding or other taxes, taxes duties levies imposts deductions charges or charges other liabilities of any nature imposed on such payments or prepayments by or on behalf of any Governmental Entity thereof or therein, except for Excluded taxes upon or determined by reference to a Lender’s net income imposed by the jurisdiction in which such Lender is organized or has its principal or registered lending office (all such nonexcluded taxes levies imposts deductions charges withholdings and liabilities hereinafter referred to as "Taxes"). If any such taxes, duties or charges Taxes are so levied or imposed on any payment to any Lender the Lender, the Borrower Borrowers will make additional payments in such amounts as may be necessary so that the net amount received by the Lender, such Lender after withholding or deduction for or on account of all taxes, duties or charges, Taxes including deductions applicable to additional sums payable under this Section 1.08, 2.8 will be equal to the amount provided for hereinherein or in the other Loan Documents. Whenever any taxes, duties or charges Taxes are payable by the Borrower Borrowers with respect to any payments hereunder, hereunder the Borrower Borrowers shall furnish promptly to the Lender information, Agent information including certified copies of official receipts (to the extent that the relevant governmental authority delivers such receipts), ) evidencing payment of any such taxes, duties or charges Taxes so withheld or deducted. If the Borrower fails Borrowers fail to pay any such taxes, duties or charges Taxes when due to the appropriate taxing authority or fails to remit to the Lender Agent the required information evidencing payment of any such taxes, duties or charges Taxes so withheld or deducted, deducted the Borrower Borrowers shall indemnify the Agent and each Lender for any incremental taxes, duties, charges, Taxes interest or penalties that may become payable by the Agent or such Lender as a result of any such failure.

Procedures for Payment. (a) Each payment or prepayment hereunder and ---------------------- under the Notes or in connection with any Letter of Credit shall be made not later than 12:00 noon 11:00 a.m. (New York City Chicago time or Toronto time, as applicable) on the day when due in lawful money of the United States of America or Canada, as applicable, to the Lender applicable Administrative Agent at the Payment Office in immediately available funds, without counterclaim, offset, claim or recoupment of any kind kind. Each payment or prepayment hereunder and under the Notes or in connection with any Letter of Credit shall be made without setoff or counterclaim and free and clear of, and without deduction for, any present or future withholding or other taxes, duties or charges of any nature imposed on such payments or prepayments by or on behalf of any Governmental Entity Body thereof or therein, except for Excluded TaxesTaxes and except for any withholding tax under Part XIII of the Income Tax Act (Canada) as -42- in effect on the date hereof. If any such taxes, duties or charges (for greater certainty, other than Excluded Taxes and taxes imposed under Part XIII of the Income Tax Act (Canada) as in effect on the date hereof), are so levied or imposed on any payment or prepayment to the any Lender, the US Borrower or the CAN Borrower, as applicable, will make additional payments in such amounts as may be necessary so that the net amount received by the such US Lender or CAN Lender, as applicable, after withholding or deduction for or on account of all taxes, duties or charges, including deductions applicable to additional sums payable under this Section 1.082.17, will be equal to the amount provided for hereinherein or in such Lender's Note or Notes. Whenever any taxes, duties or charges are payable by the Borrower with respect to any payments hereunderor prepayments hereunder or under any of the Notes, the Borrower shall furnish promptly to the Administrative Agent for the account of the applicable Lender information, including certified copies of official receipts (to the extent that the relevant governmental authority delivers such receipts), evidencing payment of any such taxes, duties or charges so withheld or deducted. If the Borrower fails to pay any such taxes, duties or charges when due to the appropriate taxing authority or fails to remit to the Administrative Agent for the account of the applicable Lender the required information evidencing payment of any such taxes, duties or charges so withheld or deducted, the US Borrower shall indemnify the Lender affected US Lender, and the CAN Borrower shall indemnify the affected CAN Lender, for any incremental taxes, duties, charges, interest or penalties that may become payable by the such Lender as a result of any such failure.

Procedures for Payment. (a) Each payment hereunder shall be made not later than 12:00 noon (New York City time) on the day when due in lawful money of the United States of America to the Lender without counterclaim, offset, claim or recoupment of any kind and free and clear of, and without deduction for, any present or future withholding or other taxes, duties or charges of any nature imposed on such payments or prepayments by or on behalf of any Governmental Entity Body thereof or therein, except for Excluded Taxes. If any such taxes, duties or charges are so levied or imposed on any payment to the any Lender, the Borrower will make additional payments in such amounts as may be necessary so that the net amount received by the Lender, after withholding or deduction for or on account of all taxes, duties or charges, including deductions applicable to additional sums payable under this Section 1.08, will be equal to the amount provided for herein. Whenever any taxes, duties or charges are payable by the Borrower with respect to any payments hereunder, the Borrower shall furnish promptly to the Lender information, including certified copies of official receipts (to the extent that the relevant governmental authority delivers such receipts), evidencing payment of any such taxes, duties or charges so withheld or deducted. If the Borrower fails to pay any such taxes, duties or charges when due to the appropriate taxing authority or fails fail to remit to the Lender the required information evidencing payment of any such taxes, duties or charges so withheld or deducted, the Borrower shall indemnify the Lender for any incremental taxes, duties, charges, interest or penalties that may become payable by the Lender as a result of any such failure.

Procedures for Payment. (a) Each payment hereunder shall be made not later than 12:00 noon (New York City time) on the day when due in lawful money of the United States of America to the Lender without counterclaim, offset, claim or recoupment of any kind and free and clear of, and without deduction for, any present or future withholding or other taxes, duties or charges of any nature imposed on such payments or prepayments by or on behalf of any Governmental Entity thereof or therein, except for Excluded Taxes. If any such taxes, duties or charges are so levied or imposed on any payment to the any Lender, the Borrower Borrowers will make additional payments in such amounts as may be necessary so that the net amount received by the Lender, after withholding or deduction for or on account of all taxes, duties or charges, including deductions applicable to additional sums payable under this Section 1.081.10, will be equal to the amount provided for herein. Whenever any taxes, duties or charges are payable by the Borrower Borrowers with respect to any payments hereunder, the Borrower Borrowers shall furnish promptly to the Lender information, including certified copies of official receipts (to the extent that the relevant governmental authority Governmental Entity delivers such receipts), evidencing payment of any such taxes, duties or charges so withheld or deducted. If the Borrower fails Borrowers fail to pay any such taxes, duties or charges when due to the appropriate taxing authority or fails fail to remit to the Lender the required information evidencing payment of any such taxes, duties or charges so withheld or deducted, the Borrower Borrowers shall indemnify the Lender for any incremental taxes, duties, charges, interest or penalties that may become payable by the Lender as a result of any such failure.

Procedures for Payment. (a) Each payment hereunder shall be made not later than 12:00 noon (New York City time) on the day when due in lawful money of the United States of America to the Lender without counterclaim, offset, claim or recoupment of any kind and free and clear of, and without deduction for, any present or future withholding or other taxes, duties or charges of any nature imposed on such payments or prepayments by or on behalf of any Governmental Entity thereof or therein, except for Excluded Taxes (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings and liabilities hereinafter referred to as "Taxes"). If any such taxes, duties or charges Taxes are so levied or imposed on any payment to the Lender, the Borrower Borrowers will make additional payments in such amounts as may be necessary so that the net amount received by the Lender, after withholding or deduction for or on account of all taxes, duties or chargesTaxes, including deductions applicable to additional sums payable under this Section 1.08, will be equal to the amount provided for herein. Whenever any taxes, duties or charges Taxes are payable by the Borrower one or more Borrowers with respect to any payments hereunder, the Borrower Authorized Representative shall furnish promptly to the Lender information, including certified copies of official receipts (to the extent that the relevant governmental authority delivers such receipts), evidencing payment of any such taxes, duties or charges Taxes so withheld or deducted. If the Borrower Borrowers fails to pay any such taxes, duties or charges Taxes when due to the appropriate taxing authority or fails to remit to the Lender the required information evidencing payment of any such taxes, duties or charges Taxes so withheld or deducted, the Borrower Borrowers shall indemnify the Lender for any incremental taxes, duties, chargesTaxes, interest or penalties that may become payable by the Lender as a result of any such failure.

Procedures for Payment. (a) Each payment hereunder shall be made not later than 12:00 noon (New York City time) on the day when due in lawful money of the United States of America to the Lender Lenders without counterclaim, offset, claim or recoupment of any kind and free and clear of, and without deduction for, any present or future withholding or other taxes, duties or charges of any nature imposed on such payments or prepayments by or on behalf of any Governmental Entity thereof or therein, except for Excluded Taxes. If any such taxes, duties or charges are so levied or imposed on any payment to the LenderLenders, the Borrower Borrowers will make additional payments in such amounts as may be necessary so that the net amount received by the LenderLenders, after withholding or deduction for or on account of all taxes, duties or charges, including deductions applicable to additional sums payable under this Section 1.081.15, will be equal to the amount provided for herein. Whenever any taxes, duties or charges are payable by the any Borrower with respect to any payments hereunder, the such Borrower shall furnish promptly to the Lender Lenders information, including certified copies of official receipts (to the extent that the relevant governmental authority delivers such receipts), evidencing payment of any such taxes, duties or charges so withheld or deducted. If the Borrower fails Borrowers fail to pay any such taxes, duties or charges when due to the appropriate taxing authority or fails to remit to the Lender Lenders the required information evidencing payment of any such taxes, duties or charges so withheld or deducted, the Borrower Borrowers shall indemnify the Lender Lenders for any incremental taxes, duties, charges, interest or penalties that may become payable by the Lender Lenders as a result of any such failure.

Procedures for Payment. (a) Each payment or prepayment hereunder and ---------------------- under the Revolving Notes or in connection with any Letter of Credit shall be made not later than 12:00 noon 11:00 a.m. (New York City timeLocal Time) on the day when due in lawful money of Dollars or the United States of America applicable Optional Currency (in whichever currency the applicable Revolving Loan was made) to the Lender Agent or the applicable Fronting Bank at the Payment Office in immediately available funds, without counterclaim, offset, claim or recoupment of any kind kind. Each payment or prepayment hereunder and under the Revolving Notes or in connection with any Letter of Credit shall be made without setoff or counterclaim and free and clear of, and without deduction for, any present or future withholding or other taxes, duties or charges of any nature imposed on such payments or prepayments by or on behalf of any Governmental Entity Body thereof or therein, except for Excluded TaxesTaxes and except as required by Section 349 of the Income and Corporation Taxes Xxx 0000 in the United Kingdom (as amended and in effect from time to time or any legislation amending or replacing same). If any such taxes, duties or charges are so levied or imposed on any payment or prepayment to the any Lender, the Borrower Borrowers will make additional payments ("Gross Up Payments") in such amounts as may be necessary so that the net amount received by the such Lender, after withholding or deduction for or on account of all such taxes, duties or charges, including any withholding or any deductions applicable to additional sums payable under this Section 1.08(S)2.15, will be equal to the amount provided for hereinherein or in such Lender's Revolving Note, provided that no ------------- Gross Up Payments shall be required to be made in respect of amounts due on the UK Lender Debt where and to the extent that such payment is made to the UK Fronting Bank or to a Lender which, in either case, is not a UK Qualifying Lender at the time of such payment except where it is not or has ceased to be a UK Qualifying Lender as a result of the introduction of a Change of Law. Whenever any such taxes, duties or charges are payable by by, or any withholding or deductions in respect of taxes are required to be made by, the Borrower Borrowers with respect to any payments hereunderor prepayments hereunder or under any of the Revolving Notes, the Borrower Borrowers shall account for such taxes, duties or charges, or make such required deductions or withholding and pay the full amount deducted or withheld to the relevant taxing authority in accordance with Applicable Law and shall furnish promptly to the Agent for the account of the applicable Lender information, including certified copies of official receipts (to the extent that the relevant governmental authority delivers such receipts), evidencing payment of any such taxes, duties or charges so accounted for, withheld or deducted. If the Borrower fails Borrowers fail to pay any such taxes, duties or charges when due to the appropriate taxing authority or fails to remit to the Agent for the account of the applicable Lender the required information evidencing payment of any such taxes, duties or charges so withheld or deducted, the Borrower Borrowers shall indemnify the affected Lender for any incremental taxes, duties, charges, interest or penalties that may become payable by the such Lender as a result of any such failure.

Procedures for Payment. (a) Each payment hereunder and under the other Documents shall be made not later than 12:00 noon 11:00 a.m. (New York City time) on the day when due in lawful money of the United States of America to the Agent for the account of the applicable Lender without counterclaim, defense, offset, claim or recoupment of any kind and free and clear of, and without deduction for, any present or future withholding or other taxes, duties or charges of any nature imposed on such payments or prepayments by or on behalf of any Governmental Entity thereof or therein, except for Excluded Taxes (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings and liabilities hereinafter referred to as “Taxes”). If any such taxes, duties or charges Taxes are so levied or imposed on any payment to the Lenderhereunder, the Borrower Borrowers will make additional payments in such amounts as may be necessary so that the net amount received by the LenderAgent, after withholding or deduction for or on account of all taxes, duties or chargesTaxes, including deductions applicable to additional sums payable under this Section 1.08, will be equal to the amount provided for hereinherein or the other Documents. Whenever any taxes, duties or charges Taxes are payable by the Borrower Borrowers with respect to any payments hereunder, the Borrower Borrowers shall furnish promptly to the Lender Agent information, including certified copies of official receipts (to the extent that the relevant governmental authority delivers such receipts), evidencing payment of any such taxes, duties or charges Taxes so withheld or deducted. If the Borrower fails Borrowers fail to pay any such taxes, duties or charges Taxes when due to the appropriate taxing authority or fails fail to remit to the Lender Agent the required information evidencing payment of any such taxes, duties or charges Taxes so withheld or deducted, the Borrower Borrowers shall indemnify the Lender Agent and the Lenders for any incremental taxes, duties, chargesTaxes, interest or penalties that may become payable by the Lender Agent or the Lenders as a result of any such failure.